Common use of Restricted Securities; No Registration Clause in Contracts

Restricted Securities; No Registration. The Note Holder understands that the Shares are “restricted securities,” as defined in Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (“Rule 144”), and agrees that the Shares hereby acquired by such Note Holder have not been registered under the Securities Act by reason of a specific exemption therefrom, and that none of the Shares so acquired can be offered, sold or transferred unless they are subsequently registered under the Securities Act or the Note Holder obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required and that the proposed offer, sale or transfer will be made in compliance with all applicable securities laws, including Rule 144 or other applicable exemption from the registration requirements of the Securities Act. The Note Holder further acknowledges and understands that the Company is under no obligation to register the Shares.

Restricted Securities; No Registration. The Note Holder Creditor understands that the Shares are “restricted securities,” as defined in Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (“Rule 144”), and agrees that the Shares hereby acquired by such Note Holder Creditor have not been registered under the Securities Act by reason of a specific exemption therefrom, and that none of the Shares so acquired can be offered, sold or transferred unless they are subsequently registered under the Securities Act or the Note Holder Creditor obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required and that the proposed offer, sale or transfer will be made in compliance with all applicable securities laws, including Rule 144 or other applicable exemption from the registration requirements of the Securities Act. The Note Holder Creditor further acknowledges and understands that the Company is under no obligation to register the Shares.