Common use of Understanding of Nature of Securities Clause in Contracts

Understanding of Nature of Securities. Purchaser understands that: (a) The Securities issuable there under have not been registered under the 1933 Act or any State securities laws and are being issued and sold in reliance upon certain of the exemptions contained in the 1933 Act and under applicable State securities laws; (b) The Securities are “restricted securities” as that term is defined in Rule 144 promulgated under the 1933 Act; (c) The Securities cannot be sold or transferred without registration under the 1933 Act and applicable state securities laws, or unless the Company receives an opinion of counsel reasonable acceptable to it (as to both counsel and the opinion) that such registration is not necessary; (d) The Securities, and any certificates issued in replacement therefore, shall bear the following legend, in addition to any legend required by law or otherwise; “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities represented by this certificate have been taken by the registered owner for investment, and without a view to resale or distribution thereof, and may not be transferred or disposed of without an opinion of counsel satisfactory to the issuer that such transfer or disposition does not violate the Securities Act of 1933, as amended, or the rules and regulations thereunder.” (e) Only the Company can register the Securities under the 1933 Act and applicable State securities laws; (f) Other than as set forth below, no representations have been made to Purchaser that the Company will register the Securities under the 1933 Act or any applicable State securities laws, or with respect to compliance with any exemption therefrom; and (g) The Company may, from time to time, make stop transfer notations in its transfer records to ensure compliance with the 1933 Act.

Understanding of Nature of Securities. Purchaser understands that: (a) The Securities issuable there under have not been registered under the 1933 Act or any State securities laws and are being issued and sold in reliance upon certain of the exemptions contained in the 1933 Act and under applicable State securities laws; (b) The Securities are “restricted securities” as that term is defined in Rule 144 promulgated under the 1933 Act; (c) The Securities cannot be sold or transferred without registration under the 1933 Act and applicable state securities laws, or unless the Company receives an opinion of counsel reasonable acceptable to it (as to both counsel and the opinion) that such registration is not necessary; (d) The Securities, and any certificates issued in replacement therefore, shall bear the following legend, in addition to any legend required by law or otherwise; “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities represented by this certificate have been taken by the registered owner for investment, and without a view to resale or distribution thereof, and may not be transferred or disposed of without an opinion of counsel satisfactory to the issuer that such transfer or disposition does not violate the Securities Act of 1933, as amended, or the rules and regulations thereunder.” (e) Only the Company can register the Securities under the 1933 Act and applicable State securities laws; (f) Other than as set forth below, no representations have been made to Purchaser that the Company will register the Securities under the 1933 Act or any applicable State securities laws, or with respect to compliance with any exemption therefrom; and and (g) The Company may, from time to time, make stop transfer notations in its transfer records to ensure compliance with the 1933 Act.

Understanding of Nature of Securities. The Purchaser understands that: (a) The Securities issuable there under are speculative investments that involve a high degree of risk of loss of the Purchaser's entire investment; (b) The Purchaser must bear the economic risk of investment in the Securities for an indefinite period of time since the Securities have not been registered under the 1933 Act or any State state securities laws and therefore cannot be sold unless they are being issued and sold in reliance upon certain of subsequently registered under the exemptions contained in the 1933 Act and under and/or applicable State state or provincial securities laws, or exemptions from such registration are available; (bc) The Securities are “restricted securities” "restricted" as that term is defined in Rule 144 promulgated under the 1933 Act; ; (cd) The Securities cannot be sold or transferred for value without registration under the 1933 Act and applicable state or provincial laws or exemption therefrom; (e) The certificates and other documents evidencing the Securities shall include provisions substantially in the form of the legends set forth in Section 1.02(c) hereof, which the Purchaser has read and understands; (f) Only the Issuer can register the Securities or any part thereof under the Act and applicable state securities laws, or unless the Company receives an opinion of counsel reasonable acceptable to it (as to both counsel laws and the opinion) that such registration is Issuer has no obligation and does not necessary; (d) The Securities, and any certificates issued in replacement therefore, shall bear currently intend to cause the following legend, in addition Securities to any legend required by law or otherwise; “The securities represented by this certificate have not been be registered under the Securities Act of 1933, as amended. The securities represented by this certificate have been taken by the registered owner for investment, and without a view to resale or distribution thereof, and may not be transferred or disposed of without an opinion of counsel satisfactory to the issuer that such transfer or disposition does not violate the Securities Act of 1933, as amended, or the rules and regulations thereunder.” (e) Only the Company can register the Securities under the 1933 Act and any applicable State state securities laws; (fg) Other than as set forth belowAbsent registration of the Securities, no representations have been made to Purchaser that there are stringent conditions for the Company will register Purchaser's obtaining an exemption for the resale of the Securities under the 1933 Act or and any applicable State state securities laws, or with respect to compliance with any exemption therefrom; and; (gh) The Company Issuer may, from time to time, make stop transfer notations in its transfer the Issuer's records to ensure insure compliance with the 1933 ActAct and any applicable state securities law; and (i) No established market for the Securities exists and it is not anticipated that there will be a public market for any of the Securities in the foreseeable future. (j) The Purchaser acknowledges that the Securities will be subject to statutory hold periods during which these Securities may not be resold unless a further statutory exemption is available to the Purchaser or an appropriate discretionary order is obtained pursuant to applicable securities laws.

Understanding of Nature of Securities. Purchaser understands ------------------------------------- that: (a) The Securities issuable there under Purchased Shares have not been registered under the 1933 Act Securities Act, or any State securities laws Acts and are being issued and sold in reliance upon certain of the exemptions contained in the 1933 Securities Act and the State Acts, and the representations and warranties of Seller contained herein are essential to the claim of exemption by Purchaser under applicable the Securities Act and the State securities lawsActs; (b) The Securities Purchased Shares are “"restricted securities” " as that term is defined in Rule 144 promulgated under the 1933 Securities Act; (c) The Securities Purchased Shares cannot be sold or transferred without registration under the 1933 Securities Act and any applicable state securities laws, State Acts or unless the Company receives an opinion of counsel reasonable acceptable to it (as to both counsel and the opinion) that such registration is not necessaryexemptions therefrom; (d) The Securities, Purchased Shares and any certificates issued in replacement therefore, therefor shall bear a legend in substantially the following legendform, in addition to any other legend required by law or otherwise; “: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The 1933 (the "Act") or any state securities represented by this certificate have been taken by the registered owner for investment, and without a view to resale or distribution thereof, acts --- and may not be sold, transferred or otherwise disposed of without unless a registration statement under the Act and any applicable state securities acts with respect to such securities is effective or unless Purchaser is in receipt of an opinion of counsel satisfactory to it to the issuer effect that such transfer or disposition does not violate securities may be sold without registration under the Securities Act of 1933, as amended, or the rules Acts and regulations thereundersuch state acts.”" (e) Only the Company can register Accredited Investor. Purchaser is an "accredited investor" as ------------------- that term is defined in Regulation D under the Securities under the 1933 Act and applicable State securities laws; (f) Other than as set forth below, no representations have been made to Purchaser that the Company will register the Securities under the 1933 Act or any applicable State securities laws, or with respect to compliance with any exemption therefromAct; and (g) The Company may, from time to time, make stop transfer notations in its transfer records to ensure compliance with the 1933 Act.

Understanding of Nature of Securities. Purchaser understands that: (a) The Securities issuable there under Units or any components thereof (collectively the "Securities") have not been registered under the 1933 Act or any State state securities laws and are being issued and sold in reliance upon certain of the exemptions contained in the 1933 Act and under applicable State state securities laws;. (b) The Securities are “"restricted securities” " as that term is defined in Rule 144 promulgated under the 1933 Act;. (c) The Securities cannot be sold or transferred without registration under the 1933 Act and applicable state securities laws, or unless the Company receives an opinion of counsel reasonable reasonably acceptable to it (as to both counsel and the opinion) that such registration is not necessary;. (d) The Securities, Securities and any certificates issued in replacement therefore, therefor shall bear the following legend, in addition to any other legend required by law or otherwise; “The securities represented by this certificate have not been registered under the Securities Act of : "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED. The securities represented by this certificate have been taken by the registered owner for investmentTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, and without a view to resale or distribution thereofAND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, and may not be transferred or disposed of without an opinion of counsel satisfactory to the issuer that such transfer or disposition does not violate the Securities Act of AND MAY NOT BE TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or the rules and regulations thereunderOR THE RULES AND REGULATIONS THEREUNDER.”" (e) Only the Company can register the Securities under the 1933 Act and applicable State state securities laws; (f) Other than as set forth below, no representations have been made to Purchaser that the Company will register the Securities under the 1933 Act or any applicable State securities laws, or with respect to compliance with any exemption therefrom; and (g) The Company may, from time to time, make stop transfer notations in its transfer records to ensure compliance with the 1933 Act.

Understanding of Nature of Securities. Purchaser understands that: that the Notes, Warrants and the Common Stock underlying the Warrants (acollectively the Securities) The Securities issuable there under have not been registered under the 1933 Act or any State state securities laws and are being issued and sold in reliance upon certain of the exemptions contained in the 1933 Act and under applicable State state securities laws; (b) . The Securities are “"restricted securities” " as that term is defined in Rule 144 promulgated under the 1933 Act; (c) . The Securities cannot be sold or transferred without registration under the 1933 Act and applicable state securities laws, or unless the Company receives an opinion of counsel reasonable reasonably acceptable to it (as to both counsel and the opinion) that such registration is not necessary; (d) . There is no public market for the Securities. The Securities, Securities and any certificates issued in replacement therefore, therefor shall bear the following legendlegends, in addition to any other legend required by law or otherwise; “: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities represented by this certificate have been taken by the registered owner for investment, and without a view to resale or distribution thereof, and may not be transferred or disposed of without an opinion of counsel satisfactory to the issuer that such transfer or disposition does not violate the Securities Act of 1933, as amended, or the rules and regulations thereunder.” (e) " Only the Company can register the Securities under the 1933 Act and applicable State state securities laws; (f) Other than as set forth below, no representations have been made to Purchaser that the Company will register the Securities under the 1933 Act or any applicable State securities laws, or with respect to compliance with any exemption therefrom; and (g) . The Company may, from time to time, make stop transfer notations in its transfer records to ensure compliance with the 1933 Act.