Common use of Resale Restrictions Clause in Contracts

Resale Restrictions. The Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber resides and confirms that no representation has been made respecting the applicable hold periods for the Securities (including their component parts) and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the applicable securities legislation and regulatory policy. In this regard the Subscriber agrees that if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, the Subscriber will not offer, sell or otherwise transfer any of such Securities, directly or indirectly, in the U.S. or to U.S. residents unless: (i) the sale is to the Company; (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities Act of 1933 (the “1933 Act”) and in compliance with applicable state securities laws; (iii) the sale is made pursuant to an exemption from registration under the 1933 Act provided by Rule 144 thereunder and in compliance with applicable state securities laws; or (iv) with the prior written consent of the Company, the sale is made pursuant to another applicable exemption from registration under the 1933 Act and in compliance with applicable state securities laws.

Resale Restrictions. The Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber Subscriber’s resides and confirms that no representation has been made respecting the applicable hold periods for the Securities (including their component parts) and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the applicable securities legislation and regulatory policy. In this regard the Subscriber agrees that if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, Securities the Subscriber will not offer, sell or otherwise transfer any of such Securities, directly or indirectly, in the U.S. or to U.S. residents unless: (i) the sale is to the Company;; or (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities U.S. Act of 1933 (the “1933 Act”) and in compliance with applicable state securities laws;; or (iii) the sale is made pursuant to an exemption from registration under the 1933 U.S. Act provided by Rule 144 thereunder and as set forth in Article “4” hereinbelow, if applicable, and in compliance with applicable state securities laws; or (iv) with the prior written consent of the Company, the sale is made pursuant to another applicable exemption from registration under the 1933 U.S. Act and in compliance with applicable state securities laws.;

Resale Restrictions. The the Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities Shares by securities legislation in the jurisdiction in which the Subscriber Subscriber’s resides and confirms that no representation has been made respecting the applicable hold periods for the Securities (including their component parts) Shares and is aware of the risks and other characteristics of the Securities Shares and of the fact that the Subscriber may not be able to resell the Securities Shares except in accordance with the applicable securities legislation and regulatory policy. In this regard the Subscriber agrees that if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, Shares the Subscriber will not offer, sell or otherwise transfer any of such SecuritiesShares, directly or indirectly, in the U.S. or to U.S. residents unless: (i) the sale is to the Company;; or (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities U.S. Act of 1933 (the “1933 Act”) and in compliance with applicable state securities laws;; or (iii) the sale is made pursuant to an exemption from registration under the 1933 U.S. Act provided by Rule 144 thereunder and as set forth in Article “3” hereinabove, if applicable, and in compliance with applicable state securities laws; or (iv) with the prior written consent of the Company, the sale is made pursuant to another applicable exemption from registration under the 1933 U.S. Act and in compliance with applicable state securities laws.;

Resale Restrictions. The Subscriber the Holder has been independently advised as to the applicable hold period imposed in respect of the Securities Warrant Shares by securities legislation in the jurisdiction in which the Subscriber Holder’s resides and confirms that no representation has been made respecting the applicable hold periods for the Securities (including their component parts) Warrant Shares and is aware of the risks and other characteristics of the Securities Warrant Shares and of the fact that the Subscriber Holder may not be able to resell the Securities Warrant Shares except in accordance with the applicable securities legislation and regulatory policy. In this regard the Subscriber Holder agrees that if the Subscriber Holder decides to offer, sell or otherwise transfer any of the Securities, Warrant Shares the Subscriber Holder will not offer, sell or otherwise transfer any of such SecuritiesWarrant Shares, directly or indirectly, in the U.S. or to U.S. residents unless: (i) the sale is to the Company;; or (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities U.S. Act of 1933 (the “1933 Act”) and in compliance with applicable state securities laws;; or (iii) the sale is made pursuant to an exemption from registration under the 1933 U.S. Act provided by Rule 144 thereunder and in compliance with applicable state securities laws; or (iv) with the prior written consent of the Company, the sale is made pursuant to another applicable exemption from registration under the 1933 U.S. Act and in compliance with applicable state securities laws.;

Resale Restrictions. The Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber Subscriber’s resides and confirms that no representation has been made respecting the applicable hold periods for the Securities (including their component parts) and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the applicable securities legislation and regulatory policy. In this regard the Subscriber agrees that if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, Securities the Subscriber will not offer, sell or otherwise transfer any of such Securities, directly or indirectly, in the U.S. US or to U.S. US residents unless: (i) the sale is to the Company;; or (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities U.S. Act of 1933 (the “1933 Act”) and in compliance with applicable state securities laws;; or (iii) the sale is made pursuant to an exemption from registration under the 1933 U.S. Act provided by Rule 144 thereunder and as set forth in Article “4” hereinbelow, if applicable, and in compliance with applicable state securities laws; or (iv) with the prior written consent of the Company, the sale is made pursuant to another applicable exemption from registration under the 1933 U.S. Act and in compliance with applicable state securities laws.;

Resale Restrictions. The Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber resides and confirms that no representation has been made respecting the applicable hold periods for the -15- Securities (including their component parts) and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the applicable securities legislation and regulatory policy. In this regard the Subscriber agrees that if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, the Subscriber will not offer, sell or otherwise transfer any of such Securities, directly or indirectly, in the U.S. or to U.S. residents unless: (i) the sale is to the Company; (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities Act of 1933 (the “1933 Act”) and in compliance with applicable state securities laws; (iii) the sale is made pursuant to an exemption from registration under the 1933 Act provided by Rule 144 thereunder and in compliance with applicable state securities laws; or; (iv) with the prior written consent of the Company, the sale is made pursuant to another applicable exemption from registration under the 1933 Act and in compliance with applicable state securities laws; or (v) the sale is made pursuant to a registration statement that has been declared effective by the SEC and continues to be an effective registration statement at the time of the sale.

Resale Restrictions. The the Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities Shares by securities legislation in the jurisdiction in which the Subscriber Subscriber's resides and confirms that no representation has been made respecting the applicable hold periods for the Securities (including their component parts) Shares and is aware of the risks and other characteristics of the Securities Shares and of the fact that the Subscriber may not be able to resell the Securities Shares except in accordance with the applicable securities legislation and regulatory policy. In this regard the Subscriber agrees that if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, Shares the Subscriber will not offer, sell or otherwise transfer any of such SecuritiesShares, directly or indirectly, in the U.S. or to U.S. residents unless: (i) the sale is to the Company;; or (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities U.S. Act of 1933 (the “1933 Act”) and in compliance with applicable state securities laws;; or (iii) the sale is made pursuant to an exemption from registration under the 1933 U.S. Act provided by Rule 144 thereunder and as set forth in Article "3" hereinabove, if applicable, and in compliance with applicable state securities laws; or (iv) with the prior written consent of the Company, the sale is made pursuant to another applicable exemption from registration under the 1933 U.S. Act and in compliance with applicable state securities laws.;

Resale Restrictions. The Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities Shares by securities Shares legislation in the jurisdiction in which the Subscriber resides and confirms that no representation has been made respecting the applicable hold periods for the Securities Shares (including their component parts) and is aware of the risks and other characteristics of the Securities Shares and of the fact that the Subscriber may not be able to resell the Securities Shares except in accordance with the applicable securities Shares legislation and regulatory policy. In this regard the Subscriber agrees that if the Subscriber decides to offer, sell or otherwise transfer any of the SecuritiesShares, the Subscriber will not offer, sell or otherwise transfer any of such SecuritiesShares, directly or indirectly, in the U.S. or to U.S. residents unless: (i) the sale is to the Company; (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities Shares Act of 1933 (the “"1933 Act”") and in compliance with applicable state securities Shares laws; (iii) the sale is made pursuant to an exemption from registration under the 1933 Act provided by Rule 144 thereunder and in compliance with applicable state securities Shares laws; or (iv) with the prior written consent of the Company, the sale is made pursuant to another applicable exemption from registration under the 1933 Act and in compliance with applicable state securities Shares laws.

Resale Restrictions. The Subscriber the Investor has been independently advised as to the applicable hold period imposed in respect of the Securities shares of Common Stock by securities legislation in the jurisdiction in which the Subscriber Subscriber's resides and confirms that no representation has been made respecting the applicable hold periods for the Securities (including their component parts) shares of Common Stock and is aware of the risks and other characteristics of the Securities shares of Common Stock and of the fact that the Subscriber Investor may not be able to resell the Securities shares of Common Stock except in accordance with the applicable securities legislation and regulatory policy. In this regard the Subscriber Investor agrees that if the Subscriber Investor decides to offer, sell or otherwise transfer any of the Securitiesshares of Common Stock, the Subscriber Investor will not offer, sell or otherwise transfer any of such Securitiesshares of Common Stock, directly or indirectly, in the U.S. or to U.S. residents unless: (i) the sale is to the Company;Corporation; or (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities U.S. Act of 1933 (the “1933 Act”) and in compliance with applicable state securities laws;; or (iii) the sale is made pursuant to an exemption from registration under the 1933 U.S. Act provided by Rule 144 thereunder and as set forth in Article "4" hereinbelow, if applicable, and in compliance with applicable state securities laws; or (iv) with the prior written consent of the CompanyCorporation, the sale is made pursuant to another applicable exemption from registration under the 1933 U.S. Act and in compliance with applicable state securities laws.;

Resale Restrictions. The Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber Subscriber’s resides and confirms that no representation has been made respecting the applicable hold periods for the Securities (including their component parts) and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the applicable securities legislation and regulatory policy. In this regard the Subscriber agrees that if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, Securities the Subscriber will not offer, sell or otherwise transfer any of such Securities, directly or indirectly, in the U.S. or to U.S. residents unless: (i) the sale is to the Company;; or (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities U.S. Act of 1933 (the “1933 Act”) and in compliance with applicable state securities laws;; or (iii) the sale is made pursuant to an exemption from registration under the 1933 U.S. Act provided by Rule 144 thereunder and as set forth in Article “3” hereinabove, if applicable, and in compliance with applicable state securities laws; or (iv) with the prior written consent of the Company, the sale is made pursuant to another applicable exemption from registration under the 1933 U.S. Act and in compliance with applicable state securities laws.;