Common use of Rule 144 Clause in Contracts

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 and Rule 144A, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 or Rule 144A is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 144, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares Securities must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such the Purchaser is familiar with Rule 144 144, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser The Buyer understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser The Buyer acknowledges that such Purchaser Buyer is familiar with Rule 144 of the rules and regulations of the Commission, as amended144, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that until the Shares are registered under the Securities Act in accordance with Section 7 below, Rule 144 permits resales of the Shares only under certain circumstances. Such Purchaser The Buyer understands that to the extent that Rule 144 is not available, such Purchaser the Buyer will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares Units must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 144, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Units without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser person will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held --------- indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser person will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares they are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered for resale under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 Rule144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Securities and Warrant Shares must be held indefinitely unless such Shares they are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any of the Securities and Warrant Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such the Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such Purchaser it will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 144, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares Securities must be held indefinitely unless such Shares they are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares the Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such Purchaser it will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Preferred Shares and/or Conversion Shares must be held indefinitely unless such Preferred Shares and/or Conversion Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 144, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Preferred Shares and/or Conversion Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares Securities must be held indefinitely unless such Shares they are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares Securities must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”)144A, and that such person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 or Rule 144A is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares Securities must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser The Buyer understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser The Buyer acknowledges that such Purchaser Buyer is familiar with Rule 144 of the rules and regulations of the Commission, as amended144, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person has been advised that until the Securities are registered under the Securities Act, Rule 144 permits resales of the Securities only under certain circumstances. Such Purchaser The Buyer understands that to the extent that Rule 144 is not available, such Purchaser the Buyer will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares and the Warrants must be held indefinitely unless such Shares they are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares or Warrants without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares Securities must be held indefinitely unless such Shares they are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the CommissionSEC, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser Seller understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser Seller acknowledges that such Purchaser Seller is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person Seller has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser Seller understands that to the extent that Rule 144 is not available, such Purchaser Seller will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held indefinitely unless such the Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales may permit the resale of the Shares only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such the Purchaser is familiar with Rule 144 144, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such the Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person has been advised that Rule 144 permits resales only under certain limited circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Common Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement, provided that the Company receives an opinion of its counsel to the effect that such sale is exempt from such registration requirement.

Rule 144. Such Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser Buyer understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities 1933 Act or an exemption from registration is available. Such Purchaser Buyer acknowledges that such Purchaser Person is familiar with Rule 144 of the rules and regulations of the CommissionSEC, as amended, promulgated pursuant to the Securities 1933 Act (“Rule 144”), and that such person Buyer has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser Buyer understands that to the extent that Rule 144 is not available, such Purchaser Buyer will be unable to sell any Conversion Shares or Warrant Shares without either registration under the Securities 1933 Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser The Buyer understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser The Buyer acknowledges that such Purchaser Buyer is familiar with Rule 144 of the rules and regulations of the Commission, as amended144, promulgated pursuant to the Securities Act (“Rule "RULE 144”"), and that such person has been advised that until the Securities are registered under the Securities Act, Rule 144 permits resales of the Securities only under certain circumstances. Such Purchaser The Buyer understands that to the extent that Rule 144 is not available, such Purchaser the Buyer will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be -------- held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Company Shares must be held indefinitely unless such Company Shares are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Securities and Exchange Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”)1933 Act, and that such person it has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Company Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares and the Warrants must be held indefinitely unless such Shares or Warrants are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares or Warrants without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Common Shares must be held indefinitely unless such Common Shares are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such each Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser Seller understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser Seller acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person it has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser Seller understands that to the extent that Rule 144 is not available, such Purchaser Seller will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held indefinitely unless such the Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales may permit the resale of the t Shares only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the CommissionSEC, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Notes, the Conversion Shares and Warrant Shares must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised independently that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that that, to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares Notes must be held indefinitely unless such Shares they are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares the Notes without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares must be -------- held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), -------- and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser person will be unable to sell any Preferred Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser Person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such Purchaser it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such The Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such The Purchaser acknowledges that such the Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such The Purchaser understands that to the extent that Rule 144 is not available, such the Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares Securities must be held indefinitely unless such Shares Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Shares and the -------- Warrants must be held indefinitely unless such Shares and the Warrants are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser person will be unable to sell any Shares and the Warrants without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares must be -------- held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), -------- and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser person will be unable to sell any Preferred Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Purchaser understands that the Preferred Shares must be held indefinitely unless such Preferred Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Preferred Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Rule 144. Such Each Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Each Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“"Rule 144”"), and that such person Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act and any applicable state securities law or the existence of another exemption from such registration requirement.