Common use of Restrictions on Transfer or Resale Clause in Contracts

Restrictions on Transfer or Resale. The Holder understands that (i) the Note and any shares of Common Stock upon conversion of the Note are not being registered under the Securities Act of 1933 or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) the Note or any shares of Common Stock are subsequently registered thereunder, or (B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; and (ii) neither the Company nor any other party is under any obligation to register the Note or the shares of Common Stock under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder, (iii) Holder is acquiring the Note and the shares of Common Stock for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act, and (iv) Holder does not presently have any agreement or understanding, directly or indirectly, with any party to distribute any of the securities.

Restrictions on Transfer or Resale. The Holder Subscriber understands that (i) the Note and any shares of Common Stock upon conversion of the Note Securities are not being registered under the Securities Act of 1933 or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) the Note or any shares of Common Stock Securities are subsequently registered thereunder, or (B) Holder Subscriber shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; and (ii) neither the Company nor any other party is under any obligation to register the Note or the shares of Common Stock Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder, ; (iii) Holder Subscriber is acquiring the Note and the shares of Common Stock Securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act, and (iv) Holder Subscriber does not presently have any agreement or understanding, directly or indirectly, with any party to distribute any of the securitiesSecurities.

Restrictions on Transfer or Resale. The Holder understands that (i) the Note Debenture and any shares of Common Stock upon conversion of the Note Shares are not being registered under the Securities Act of 1933 Act, or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) the Note or Debenture and/or any shares of Common Stock Shares are subsequently registered thereunder, or (B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; and (ii) neither the Company nor any other party is under any obligation to register the Note Debenture or the shares of Common Stock Shares under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder, ; (iii) Holder is acquiring the Note Debenture and the shares of Common Stock Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Securities Act, and (iv) Holder does not presently have any agreement or understanding, directly or indirectly, with any party to distribute any of the securities.

Restrictions on Transfer or Resale. The Holder understands that (i) the Note Debenture and any shares of Common Stock upon conversion of the Note Debenture are not being registered under the Securities Act of 1933 or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) the Note Debenture or any shares of Common Stock are subsequently registered thereunder, or (B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; and (ii) neither the Company nor any other party is under any obligation to register the Note Debenture or the shares of Common Stock under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder, (iii) Holder is acquiring the Note Debenture and the shares of Common Stock for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act, and (iv) Holder does not presently have any agreement or understanding, directly or indirectly, with any party to distribute any of the securities.

Restrictions on Transfer or Resale. The Holder understands that (i) the Note and Note, any shares of Common Stock Conversion Shares upon conversion of the Note Note, are not being registered under the Securities Act of 1933 or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) the Note or Note, any shares of Common Stock Conversion Shares are subsequently registered thereunder, or (B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; and (ii) neither the Company nor any other party is under any obligation to register the Note or the shares of Common Stock Conversion Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder, provided however that Holders shall have the same registration rights with respect to this Note as investors in a following offering of securities under an S-1 registration statement filed by the Company anytime in the next twenty four (24) months following the Issue Date of this Note; (iii) Holder is acquiring the Note Note, and the shares of Common Stock Conversion Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act, and (iv) Holder does not presently have any agreement or understanding, directly or indirectly, with any party to distribute any of the securities.

Restrictions on Transfer or Resale. The Holder Subscriber understands that (i) the Note and any shares of Common Stock upon conversion of the Note Securities are not being registered under the Securities Act of 1933 or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) the Note or any shares of Common Stock Securities are subsequently registered thereunder, or (B) Holder Subscriber shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; and (ii) neither the Company nor any other party is under any obligation to register the Note or the shares of Common Stock Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder, provided however that Subscribers shall have the same registration rights with respect to the Debentures as investors in the Qualified Offering in the event that the Subscriber elects to convert the Debenture in connection with the Qualified Offering; (iii) Holder Subscriber is acquiring the Note and the shares of Common Stock Securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act, and (iv) Holder Subscriber does not presently have any agreement or understanding, directly or indirectly, with any party to distribute any of the securitiesSecurities.