Common use of Securities Law Exemption Clause in Contracts

Securities Law Exemption. Subject to the accuracy of the Investors' representations in Section 4 of this Agreement, the offer, sale and issuance of the Shares and the issuance of the Conversion Stock constitute transactions exempt from the registration and prospectus delivery requirements of the 1933 Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

Securities Law Exemption. Subject to the accuracy of ------------------------ the InvestorsPurchasers' representations in Section 4 of this Agreement, the offer, sale and issuance of the Shares Notes and the issuance of the Conversion Stock constitute transactions exempt from the registration and prospectus delivery requirements of the 1933 Securities Act of 1933, as amended (the "Securities Act" or the -------------- "Act"), and have been registered or qualified (or are exempt from --- registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

Securities Law Exemption. Subject to the accuracy of the Investors' Investor's representations in Section 4 of this Agreement, the offer, sale sale, and issuance of the Shares and the issuance of the Conversion Stock constitute transactions exempt from the registration and prospectus delivery requirements of the 1933 Securities Act of 1933, as amended (the "Act"), and have been registered or qualified (or are exempt from registration and qualification) qualification under the registration, permit or qualification requirements of all applicable state securities laws.

Securities Law Exemption. Subject to the accuracy of the Investors' representations in Section 4 of this Agreement, the offer, sale and issuance of the Shares Series D Shares, the Warrants and the issuance of the Conversion Stock constitute transactions exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "1933 Act" or the "Act"), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.