Common use of Restricted Securities Clause in Contracts

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities Shares are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands The Investors understand that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities it is purchasing are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act Act, only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such Investor understands that the Transaction Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as since they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act of 1933, as amended (the "Securities Act") only in certain limited circumstances. In connection therewith, each lender represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. Such Investor understands that the Securities are will be characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act Act, only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities Shares are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities Securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such The Investor understands that the --------------------- Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor The Purchaser understands that the Securities are will be characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering private placement under Section 4(a)(2) of the 1933 Act and that under such laws and applicable regulations such securities Securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances. The Investor has been advised or is aware that it may be deemed to be an “affiliate” of the Company within the meaning of the Securities Act following the execution of this Agreement.

Restricted Securities. Such Investor The Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. 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 state laws and regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor The Purchaser understands that the Securities are will be characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering private placement under Section 4(a)(2) of the 1933 Act and that that, under such laws and applicable regulations regulations, such securities Securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities it is purchasing are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act Act, only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such Investor understands that the Securities Securities, and the components thereof, are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as since they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor Subscriber understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities it is purchasing are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such Investor The Purchaser understands that the Securities are characterized as “"restricted securities” " under the U.S. 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, applicable state laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities Units, and the components thereof, are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as since they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are will be characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act Securities Act, only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. Such Investor The Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. 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, applicable state laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities it is purchasing are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such Investor understands The Investors understand that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and have not been registered under the 1933 Act or any state securities law in reliance on the availability of an exemption from such registration and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities it is purchasing are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act Act, only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities Shares are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor The Purchaser understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. Furthermore, Investor agrees that no direct or indirect transfers of Series C Preferred Stock can be made by the Investor prior to January 1, 2010.

Restricted Securities. Such Each Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor Xxxxxx understands that the Securities securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities it is purchasing are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act Act, only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold or otherwise transferred without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands understand that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. The Investor is familiar with Rule 144 under the 1933 Act and understands the resale limitations imposed thereunder.

Restricted Securities. Such Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act Securities Act, only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. Such Investor understands that the Securities securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act of 1933, as amended (the “Act”), only in certain limited circumstances. Such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such The Investor understands that the Securities are will be characterized as “restricted securities” under the U.S. federal securities laws laws, inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities Securities may not be resold without registration under the 1933 Act only Act, except in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstancescircumstances and in compliance with applicable federal and state securities laws.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without (i) pursuant to an effective registration statement or (ii) pursuant to an exemption from registration under the 1933 Act only in certain limited circumstancesSecurities Act.

Restricted Securities. Such Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, such Investor represents that it understands the resale limitations imposed by the 1933 Act.

Restricted Securities. Such Investor understands that --------------------- the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands The Investors understand that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities Shares are characterized as “restricted securities” under the U.S. 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, such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities Units, and the components thereof, are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as since they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are will be characterized as “restricted securities” under the U.S. 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 such securities Securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities the Securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances. In connection therewith, such Investor represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. Such Investor understands that such Underlying Ordinary Shares shall not be deposited in any depositary facility established or maintained by a depositary bank unless it is a restricted depositary facility.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances. The Company acknowledges and agrees that no Investor has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor Noteholder understands that the Securities Securities, and the components thereof, are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as since they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are the Securities being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities the Restricted Securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities securities it is purchasing are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act Act, only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such Investor It understands that the Securities are characterized as “restricted securities” under the U.S. federal and Canadian 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that that, under such laws and applicable regulations regulations, such securities may not be resold without unless in a registered offering or pursuant to an exemption from the registration requirements under the 1933 Act only in certain limited circumstancesSecurities Act.

Restricted Securities. Such Each Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, each Investor represents that he is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such Investor understands that the Securities Shares, the Warrants and the Warrant Shares, as applicable, are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. Such Investor also acknowledges that the Company was a shell company under the federal securities laws and as such, the ability of the Investor to transfer any of the Securities may be subject to more limitation than securities of a company that was never a shell company.

Restricted Securities. Such Investor understands that the --------------------- Securities it ispurchasing are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act Act, only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such Investor understands that the Securities Shares are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstancespursuant to exemptions from the registration requirements thereof.

Restricted Securities. (a) Such Investor Majority Noteholder understands that the Securities are will be characterized as “restricted securities” under the U.S. 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 such securities Securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor The Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are will be characterized as “restricted securities” under the U.S. United States 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 such securities may be resold without registration under the 1933 Act Act, only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such Investor understands that the Securities Units, and the components thereof, are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as since they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. United States federal securities laws inasmuch as they Laws and are being acquired from the Company in a transaction not involving a public offering and that under such laws Laws and applicable regulations such securities may not be resold without registration under the 1933 Securities Act only in certain limited circumstancesor pursuant to an exemption therefrom.

Restricted Securities. Such Investor understands that the --------------------- Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such Investor understands that the Securities and the Underlying Shares are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor The Purchaser understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 state laws and regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor Lxxxxx understands that the Securities securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Offered Securities are characterized as “restricted securities” as defined in Rule 144 promulgated under the U.S. federal securities laws Act 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 such securities may not be resold without registration under the 1933 Act only Act, except in certain limited circumstances. Such Investor is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. Such The Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a 28368_1 transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities Shares, the Warrants and/or the Warrant Shares, as applicable, are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch law in as much as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands The Investors understand that the Securities are characterized as “restricted securities” under the U.S. United States 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities Shares are and any Warrants will be characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands The Investors understand that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstancespursuant to an available exemption from such registration requirements.

Restricted Securities. Such The Investor understands that the Securities Shares are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. The Investor represents that it is familiar with Rule 144 as presently in effect.

Restricted Securities. Such The Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances. The Investor acknowledges that it has no right to cause the Company to effect the registration of the Securities offered under this Agreement.

Restricted Securities. Such Investor understands The Investors understand that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Securities Act only in certain limited circumstancescircumstances and subject to compliance with the Securities Act and other applicable federal and state securities laws.

Restricted Securities. Such The Investor understands that the Securities are characterized as Securities, when issued, shall be “restricted securities” under the U.S. federal securities laws 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 such securities Laws the Securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances. The Investor represents that it is familiar with Rule 144 of the Securities Act, as presently in effect (“Rule 144”).

Restricted Securities. Such Investor understands The Noteholders understand that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Securities any Warrant Shares issued pursuant to an exercise of Warrants are characterized as “restricted securities” under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the --------------------- Securities it is purchasing are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.such

Restricted Securities. Such Investor understands that the ---------------------- Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands The Investors understand that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering. The Investors understand that the Securities have not been registered under the Securities Act or any applicable state securities law and that under such laws and applicable regulations such securities Securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such The Investor understands that the Securities are will be characterized as “restricted securities” under the U.S. 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 such securities Securities may be resold without registration under the 1933 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the --------------------- Securities are characterized as “"restricted securities” " under the U.S. 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 such securities may not be resold without registration under the 1933 Act only Act, except in certain limited circumstances. In this connection, such Investor represents that such Investor is familiar with SEC Rule 144 promulgated by the Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Act.