Common use of Restricted Securities; Rule 144 Clause in Contracts

Restricted Securities; Rule 144. The Investor understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one (1) year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” (as provided by Rule 144(f)) and the number of shares being sold during any three (3) month period not exceeding specified limitations.

Restricted Securities; Rule 144. The Investor Buyer understands that the Securities are characterized as Offered Shares will be a “restricted securitiessecurity” under the federal Federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations regulations, the Securities Offered Shares may be resold without registration under the Securities Act only in certain limited circumstances. The Investor Buyer acknowledges that the Securities Offered Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor Buyer is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, (i) the existence of a public market for the sharesOffered Shares, (ii) the availability of certain current public information about the Company, (iii) the resale occurring not less than one year (1or two years for affiliates) year after a party has purchased and paid for the security to be sold, (iv) the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” (as provided by in Rule 144(f)), and (v) and the number of shares being sold during any three (3) three-month period not exceeding specified limitations.

Restricted Securities; Rule 144. The Investor understands Purchasers understand that the Securities are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investor acknowledges Purchasers acknowledge that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is Purchasers are aware of the provisions of Rule 144 promulgated under the Securities Act, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one (1) year after a party has purchased and paid for the security to be sold, the sale being effected through a “"broker’s 's transaction” " or in transactions directly with a “"market maker” " (as provided by Rule 144(f)) and the number of shares being sold during any three (3) month period not exceeding specified limitations.