Common use of Transfers and Transferability Clause in Contracts

Transfers and Transferability. (1) The Investor understands and acknowledges that the Shares have not been registered under the Securities Act or any state securities laws and are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be resold or transferred unless they are subsequently registered under the Securities Act and such applicable state securities laws or unless an exemption from such registration is available. The Investor also understands that the Company does not have any obligation or intention to register the Shares for sale under the Securities Act, any state securities laws or of supplying the information which may be necessary to enable the Investor to sell Shares; and that the Investor has no right to require the registration of the Shares under the Securities Act, any state securities laws or other applicable securities regulations.

Transfers and Transferability. (1) The Investor understands You understand and acknowledges acknowledge that the Shares shares of the Company have not been registered under the Securities Act or any state securities laws and are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be resold or transferred unless they are subsequently registered under the Securities Act and such applicable state securities laws or unless an exemption from such registration is available. The Investor You also understands understand that the Placement Agent and Company does do not have any obligation or intention to register the Shares shares for sale under the Securities Act, Act or any state securities laws or of supplying the information which may be necessary to enable the Investor you to sell Sharesshares pursuant to an exemption; and that the Investor has you have no right to require the registration of the Shares shares under the Securities Act, any state securities laws or other applicable securities regulations.