Common use of Restricted Securities Clause in Contracts

Restricted Securities. Investor understands that the Purchased Shares it is purchasing are characterized as “restricted securities” under 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 Act only in certain limited circumstances.

Restricted Securities. Investor Purchaser understands that the Purchased Securities are, and the Warrant Shares it is purchasing 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 Securities Act only in certain limited circumstances.

Restricted Securities. Investor Buyer understands that the Purchased Shares it Stock is purchasing are characterized as “restricted securities” under U.S. federal securities laws the Act inasmuch as they are being were 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 Act only in certain limited circumstancesoffering.

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

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

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

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

Restricted Securities. Investor The Purchaser understands that the Purchased Shares it is purchasing 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 Securities Act only in certain limited circumstances.

Restricted Securities. Investor The Purchaser understands that the Purchased Issued Shares it is purchasing are characterized as “restricted securities” under 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 Act only in certain limited circumstances.

Restricted Securities. Investor Such Purchaser understands that the Purchased Shares 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 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Purchased Shares it is purchasing Securities are characterized as “restricted securities” under 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 Laws such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such Investor understands that the Purchased Securities have not been qualified or registered under the Laws of any other jurisdiction and therefore may be viewed as restricted securities under any or all of such other applicable securities Laws.

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

Restricted Securities. Investor understands that the Purchased Shares it is purchasing are characterized as “restricted securities” under U.S. the federal securities 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 regulations, such securities Shares may be resold without registration under the Act only in certain limited circumstances. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Act, the Shares (and any Common Stock issued on conversion of the Shares) must be held indefinitely.

Restricted Securities. Investor Purchaser understands that the Purchased Shares it is purchasing 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 Securities Act only in certain limited circumstances.

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

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

Restricted Securities. Investor Such Purchaser understands that the Purchased Shares it is purchasing are characterized as “restricted securities” under U.S. the 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 Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act.

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing are characterized as “"restricted securities” " under U.S. federal securities laws the Securities Act, inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investor is familiar with Rule 144 of the SEC, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. Investor understands that the Purchased Shares it is purchasing are characterized as “"restricted securities” " under U.S. 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 such securities Shares may be resold without registration under the Act Securities Act, only in certain limited circumstances. In this connection, 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. Investor Purchaser understands that the Purchased Shares it is purchasing are characterized as “restricted securities” under U.S. 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 such securities Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with 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 Purchased Shares --------------------- Securities it is purchasing are characterized as “"restricted securities” " under U.S. 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 such securities may be resold without registration under the 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 Purchased Shares it is purchasing are will be characterized as “restricted securities” under U.S. 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 such securities may be resold without registration under the 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. Investor The Purchaser understands that the Purchased Shares it is purchasing are Securities will be characterized as “restricted securities” under U.S. the 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 Securities Act and that under such laws and applicable regulations such securities Securities may be resold without registration under the Securities Act only in certain limited circumstances.

Restricted Securities. Investor Buyer understands that the Purchased Shares it Stock is purchasing are characterized as “"restricted securities” " under U.S. federal securities laws the Act inasmuch as they are being were 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 Act only in certain limited circumstancesoffering.

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

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing are characterized as Shares, when issued, shall be “restricted securities” under 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 Purchased Shares may be resold without registration under the Securities Act only in certain limited circumstances. The Investor represents that it is familiar with Rule 144, as presently in effect.

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

Restricted Securities. Investor understands Each of the Purchasers understand that the Purchased Shares it is purchasing are characterized as “restricted securities” securities under U.S. federal securities laws inasmuch the Securities Act insofar as they are being acquired from the Company in a transaction not involving a public offering and that under such laws the Securities Act and applicable regulations such securities promulgated thereunder the Shares may be resold without registration under the Securities Act only in certain limited circumstances. Each of the Purchasers is familiar with Rule 144 promulgated by the SEC, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. Investor The Purchaser understands that the Purchased Shares it is purchasing Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Seller 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 Securities Act only in certain limited circumstances.

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

Restricted Securities. Investor Buyer understands that the Purchased Shares it Stock is purchasing are characterized as “restricted securities” under U.S. federal securities laws the Act inasmuch as they are being were acquired from the Company in a transaction not involving a public offering and that under such laws the Act, and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstancesthereunder.

Restricted Securities. Investor Purchaser understands that the Purchased Shares it is purchasing are characterized as “restricted securities” under U.S. federal securities laws the Securities Act inasmuch as they are being were acquired from the Company Seller in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration registered under the Act only in certain limited circumstances.Securities Act; and

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

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing are characterized as “restricted securities” under U.S. the federal securities laws inasmuch as they are being acquired from the Company and the Selling Shareholder 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 Act Securities Act, only in certain limited circumstances. The Investor understands that the Purchased Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Restricted Securities. Such Investor understands that the Purchased Shares it is purchasing 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 Shares may be resold without registration under the Securities Act only in certain limited circumstances.

Restricted Securities. Investor understands that the Purchased Shares Stock it is purchasing are characterized as “"restricted securities” " under U.S. 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 such securities may be resold without registration under the Act Act, only in certain limited circumstances. In this connection, 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 Purchased Shares 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 Securities Act only in certain limited circumstances.

Restricted Securities. Investor understands The Purchasers understand that the Purchased Shares 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 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Purchased its Subscription Shares it is purchasing are characterized as “restricted securities” under 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 Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such Investor understands that its Subscription Shares have not been qualified or registered under the Laws of any other jurisdiction and therefore may be viewed as restricted securities under any or all of such other applicable securities Laws.

Restricted Securities. The Investor understands acknowledges that the Purchased Shares it is purchasing are characterized as “restricted securities” under U.S. the 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 Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstancespursuant to an exemption from such registration requirements. In this connection, the Investor represents that it is knowledgeable with respect to Rule 144.

Restricted Securities. Investor understands The Investors understand that the Purchased Shares 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 Securities Act only in certain limited circumstances.

Restricted Securities. Investor Such Purchaser understands that (i) ---------------------- the Purchased Shares it is purchasing and the Warrants are characterized as “restricted securities” securities under U.S. the federal securities laws inasmuch as they are being acquired from the Company Seller in a transaction not involving a public offering and that offering, (ii) under such laws and applicable regulations such securities may be resold without registration under the Act federal and state securities laws only in certain limited circumstances, and (iii) the Company may require a legal opinion of such Purchaser's counsel with respect to unregistered transfers.

Restricted Securities. Such Investor understands that the Purchased Shares it is purchasing 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 Securities Act only in certain limited circumstances.

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

Restricted Securities. Investor Purchaser understands that the Purchased Shares it is purchasing are characterized as “"restricted securities” " under U.S. 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 such securities may be resold without registration only if they are subsequently registered under the Securities Act only or an exemption from such registration is available. Purchaser represents that it is familiar with SEC Rule 144, as presently in certain limited circumstanceseffect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing Securities are characterized as “restricted securities” under 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 Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investor understands that the Purchased Securities have not been qualified or registered under the Laws of any other jurisdiction and therefore may be viewed as restricted securities under any or all of such other applicable securities Laws.

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

Restricted Securities. Investor Such Purchaser understands that the Purchased Shares it is purchasing 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 Securities Act only in certain limited circumstances.

Restricted Securities. Investor Purchaser understands that the Purchased Shares it is purchasing are characterized as “restricted securities” securities under U.S. federal securities laws inasmuch the Securities Act insofar as they are being acquired from the Company in a transaction not involving a public offering and that under such laws the Securities Act and applicable regulations such securities promulgated thereunder the Shares may be resold without registration under the Securities Act only in certain limited circumstances. Purchaser is familiar with Rule 144 promulgated by the SEC, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. Investor The Purchaser understands that the Purchased Sale Shares it is purchasing are characterized as “restricted securities” under 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 Act only in certain limited circumstances.

Restricted Securities. Investor Purchaser understands that the Purchased Shares Securities it is purchasing are characterized as “"restricted securities” " under U.S. 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 such securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144 of the Commission promulgated under the Securities Act.

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

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing are characterized as Stock, when issued, shall be “restricted securities” under U.S. 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 such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Investor represents that it is familiar with Rule 144 of the Securities Act, as presently in effect (“Rule 144”).

Restricted Securities. Investor Each Purchaser understands that the Purchased Shares 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 Securities Act only in certain limited circumstances.

Restricted Securities. Investor The Purchaser understands that the Purchased Shares 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.

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

Restricted Securities. Investor The Purchaser understands that the Purchased Sale II Shares it is purchasing are characterized as “restricted securities” under 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 Act only in certain limited circumstances.

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing are characterized as “restricted securities” under 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 Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investor understands that the Purchased Shares have not been qualified or registered under the Laws of any other jurisdiction and therefore may be viewed as restricted securities under any or all of such other applicable securities Laws.

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

Restricted Securities. Investor Buyer understands that the Purchased Shares it is purchasing are characterized as “restricted securities” under U.S. federal securities laws the Securities Act inasmuch as they are being was acquired from the Company in a transaction that was not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstancesoffering.

Restricted Securities. Such Investor understands that the Purchased Shares it is purchasing are 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 and that under such laws Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.

Restricted Securities. Investor The Buyer understands that the Purchased Shares it is purchasing are characterized shall be classified as “restricted securities” securities under U.S. federal securities laws inasmuch law, to the extent that they may be deemed as they are being acquired from purchased by an affiliate of the Company in a transaction that does not involving involve a public offering and that under of securities and, pursuant to such applicable laws and applicable regulations regulations, such securities may be resold without registration under the Securities Act only in solely under certain limited circumstances.

Restricted Securities. The Investor understands that the Purchased Subscription Shares it is purchasing are issued to the Investor will be characterized as “restricted securities” under U.S. the 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 Securities Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Purchased Shares --------------------- Securities it is purchasing are characterized as “"restricted securities” " under U.S. 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 such securities may be resold without registration under the 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. Investor The Purchaser understands that the Purchased Acquired Common Shares it is purchasing acquiring hereby are 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 and that under such laws Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that it is knowledgeable with respect to Rule 144 under the Securities Act.

Restricted Securities. Investor The Purchaser understands that the Purchased Shares it is purchasing 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 Securities Act only in certain limited circumstances.

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing are characterized as “restricted securities” under U.S. the 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 Laws and applicable regulations such securities may not be resold without absent registration under the Securities Act only in certain limited circumstancesor an exemption therefrom. In this connection, the Investor represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act.

Restricted Securities. Investor The Purchaser understands that the Purchased Shares it is purchasing Securities are characterized as “"restricted securities” " under U.S. 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 federal securities laws and applicable regulations such securities Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that he is aware of the provisions of Rule 144 promulgated under the Securities Act.

Restricted Securities. Investor understands that the Purchased Shares Securities --------------------- it is purchasing are characterized as “"restricted securities” " under U.S. 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 such securities may be resold without registration under the Act Act, only in certain limited circumstances. In this connection, 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. Investor The Purchaser understands that the Purchased Conversion Shares it is purchasing are will be 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 Securities Act only in certain limited circumstances.

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing are characterized as “"restricted securities” " under U.S. federal securities laws the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws the Securities Act and applicable regulations the Rules and Regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Investor represents that it is familiar with Rule 144 of the Commission and understands the resale limitations imposed thereby.

Restricted Securities. Investor Such Purchaser understands that the Purchased Shares it is purchasing Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as because 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 Securities Act only in certain limited circumstances.

Restricted Securities. Investor understands that the Purchased Shares Securities it is purchasing are characterized as “"restricted securities” " under U.S. 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 such securities may be resold without registration under the Act Act, only in certain limited circumstances. In this connection, 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. Investor Each Purchaser understands that the Purchased Shares it is purchasing 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 Securities Act only in certain limited circumstances.

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

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing are Securities will be characterized as “restricted securities” under U.S. the 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 Securities Act only in certain limited circumstances. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Purchased Securities or the fairness or suitability of the investment in the Purchased Securities.

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

Restricted Securities. Investor Purchaser understands that the Purchased Shares Securities it is purchasing are characterized as “restricted securities” under U.S. the 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 Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, Purchaser represents that it is knowledgeable with respect to Rule 144 of the SEC promulgated under the Securities Act.

Restricted Securities. Investor understands that the Purchased Shares it is purchasing are characterized as “"restricted securities” securi- ties" under U.S. the federal securities laws inasmuch as they are being or will be acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may only be resold without registration under the 1933 Act only in certain limited circumstances.. In this connection Investor represents that it is familiar with Securities and Exchange Commission ("SEC") Rule 144, as presently in effect, and understands the resale

Restricted Securities. Investor Purchaser understands that the Purchased Shares it is purchasing are characterized as “restricted securities” under U.S. the federal securities laws inasmuch as they are being acquired from an affiliate of 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 Securities Act only in certain limited circumstances.

Restricted Securities. Each Investor understands that the Purchased Shares Securities it is purchasing have not been registered under the Securities Act and are characterized as “restricted securities” under U.S. federal securities laws the Securities 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 be resold or transferred without registration under the Act Securities Act, only in certain limited circumstances.

Restricted Securities. Investor Buyer understands that the Purchased Shares it is purchasing are characterized as “"restricted securities” " under U.S. the federal securities laws inasmuch as they are being acquired from the Company Seller 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 Securities Act of 1933 only in certain limited circumstances.

Restricted Securities. Investor The Purchaser understands that the Purchased Shares it is purchasing Securities are characterized as “restricted securities” under U.S. the federal securities laws Laws inasmuch as they are being acquired from the Company AMID in a transaction not involving a public offering and that under such laws Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act.

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

Restricted Securities. Such Investor understands that the Purchased Shares it is purchasing are will be characterized as “restricted securities” under U.S. the 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 Securities Act only in certain limited circumstances. Such Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Purchased Shares or the fairness or suitability of the investment in the Purchased Shares.

Restricted Securities. Such Investor understands that the Purchased Purchase Shares 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 the laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. The Investor understands that the Purchased Shares 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 Act only in certain limited circumstancesoffering.

Restricted Securities. Such Investor understands that the Purchased Shares 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 Securities Act only in certain limited circumstances.

Restricted Securities. Investor The Purchaser understands that the Purchased Shares 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 state laws and regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

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

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing are characterized as “"restricted securities” " under U.S. 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 such securities may not be resold without registration under the Act only Act, except in certain limited circumstances.

Restricted Securities. The Investor understands that the Purchased Shares 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 Securities Act only in certain limited circumstances.

Restricted Securities. The Investor understands that the Purchased Shares it is purchasing are will be characterized as “restricted securities” under U.S. the 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 Securities Act only in certain limited circumstances. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Purchased Shares or the fairness or suitability of the investment in the Purchased Shares.

Restricted Securities. Investor Purchaser understands that the Purchased Shares it is purchasing shares are characterized as “"restricted securities” " under U.S. 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 such securities may be resold without registration under the Act Act, only in certain limited circumstances. In this connection, Purchaser 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. Investor The Buyer understands that the Purchased Shares it is purchasing are (other than those issued in a Public Offering) 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 private placement under Section 4(a)(2) of the Securities Act and that under such laws and applicable regulations such securities Shares may be resold without registration under the 1933 Act only in certain limited circumstances.

Restricted Securities. Investor Purchaser understands that the Purchased Shares it is purchasing Securities are characterized as “"restricted securities” " under U.S. 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 such securities Securities may be resold without registration under the Act 1933 Act, only in certain limited circumstances. In this connection, Purchaser 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. Investor understands that the Purchased New Shares it is purchasing are characterized as “restricted securities” under 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 Act only in certain limited circumstances.

Restricted Securities. Such Investor understands that the Purchased Shares it is purchasing securities to be purchased are characterized as “"restricted securities” " under U.S. 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 such securities may be resold without registration under the Act only in certain limited circumstances. Such Investor has been advised or is aware of the provisions of Rule 144 promulgated under the Act as presently in effect and understands the resale limitations imposed thereby and by the Act.