Common use of TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS Clause in Contracts

TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. The Purchaser understands that the Purchased Shares and the Conversion Shares have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. The Purchaser will not resell or otherwise dispose of all or any part of the Purchased Shares and the Conversion Shares, except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws. The Purchaser understands that the Company does not have any present intention and is under no obligation to register the Purchased Shares or the Conversion Shares under the Securities Act and applicable state securities laws, and the Purchaser understands that Rule 144 or Rule 144A promulgated under the Securities Act may not be available as a basis for exemption from registration of the Purchased Shares and the Conversion Shares thereunder.

TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. The Purchaser understands that neither the Purchased Shares and nor the Conversion Shares Warrants have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. The Purchaser will shall not resell or otherwise dispose of all or any part of the Purchased Shares and or Warrants purchased by the Conversion SharesPurchaser, except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws. The ; the Purchaser understands that the Company does not have any present intention and is under no obligation to register the Purchased Shares or the Conversion Shares Warrants under the Securities Act and applicable state securities laws, except as provided in Article VI and the Purchaser understands that Rule 144 or Rule 144A promulgated under the Securities Act may not be available as a basis for exemption from registration of the Purchased Shares and the Conversion Shares thereunder.

TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. The Purchaser understands that the Purchased Shares and the Conversion Shares have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. The Purchaser will shall not resell or otherwise dispose of all or any part of the Purchased Shares and the Conversion Sharespurchased by Purchaser, except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws. The Except as provided in the Investors Rights Agreement in the form attached hereto as Exhibit C (the "Investor Rights Agreement"), Purchaser understands that the Company does not have any present intention and is under no obligation to register the Purchased Shares or the Conversion Shares under the Securities Act and applicable state securities laws, and the Purchaser understands that Rule 144 or Rule 144A promulgated under the Securities Act may not be available as a basis for exemption from registration of the Purchased Shares and the Conversion Shares thereunder.

TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. The Each Purchaser understands that the Purchased Shares Notes, the Warrants and the Conversion Shares have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. The Each Purchaser will is and must be purchasing the Notes, the Warrants and the Conversion Shares for investment for the account of such Purchaser and not for the account or benefit of others, and not with any present view toward resale or other distribution thereof. Each Purchaser agrees not to resell or otherwise dispose of all or any part of the Purchased Shares Notes, the Warrants and the Conversion Shares, Shares purchased by such Purchaser except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws. The Purchaser understands that the Company does not have any present intention and is under no obligation to register the Purchased Shares or the Conversion Shares under the Securities Act and applicable state securities laws, and the Purchaser understands Purchasers are aware that Rule 144 or Rule 144A promulgated under the Securities Act may not be available as a basis for exemption from registration of the Purchased Shares and the Conversion Shares thereunderShares.

TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. The Purchaser understands that the Purchased Shares and the Conversion Shares have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. The Purchaser will shall not resell or otherwise dispose of all or any part of the Purchased Shares and the Conversion Sharespurchased by Purchaser, except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws. The Except as provided in the Investors Rights Agreement in the form attached hereto as Exhibit C (the "Investor Rights Agreement"), Purchaser understands that the Company does not have any present intention and is under no obligation to register the Purchased Shares or the Conversion Shares under the Securities Act and applicable state securities laws, and the Purchaser understands that Rule 144 or Rule 144A promulgated under the Securities Act may not be available as a basis for exemption from registration of the Purchased Shares and the Conversion Shares thereunder. 3.06. Accredited Investor Status. Purchaser is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.