Common use of Restricted Securities Clause in Contracts

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In addition, the Investor represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Such Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may not be resold without registration under the Act only Securities Act, except in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing Purchased Shares are characterized as "restricted securities" under the federal securities laws Securities Act, inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the The Investor represents that it is familiar with Rule 144 promulgated under of the ActSEC, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Such Investor understands that the --------------------- Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effecteffect ("Rule 144"), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under adopted pursuant to the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor Purchaser understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Act only in certain limited circumstances. In addition, the Investor Purchaser represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are Shares will be characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under adopted pursuant to the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The Investor understands Rule 144 is not currently available for the sale of the Securities.

Restricted Securities. The Investor understands that the Securities Stock it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor Such Purchaser understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the Investor such Purchaser represents that it is familiar with Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities Shares it is purchasing pursuant to this Agreement are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities the Shares may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing Shares are characterized as "“restricted securities" ” under the federal securities laws Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the The Investor represents that it the Investor is familiar with Rule 144 promulgated under of the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor the Buyer understands that the Securities Shares it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company Seller in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, only in certain limited circumstances. In additionthis connection, the Investor Buyer represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently now in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is and shall be purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Act, as presently now in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstancescircumstances and in accordance with the terms and conditions set forth in the legend described in Section 4.6 below. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Act, as presently currently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor Purchaser understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis regard, the Investor Purchaser represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently currently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstancesreliance on an exemption therefrom. In addition, the this connection Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effecteffect ("Rule 144"), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands Investors understand that the Securities it is they are purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents Investors represent that it is they are familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Each Investor understands that the Securities shares of Stock it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the each Investor represents that it is familiar with Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby hereby and by the Securities Act.

Restricted Securities. The Investor It understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities Newly Issued Shares it is purchasing purchasing, along with the Warrants and the Common Stock underlying the Warrants, are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under by the ActSecurities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the --------------------- Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Each Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the each Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities Shares it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under of the ActSecurities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 as promulgated by the Securities and Exchange Commission under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities Stock it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Each Investor understands that the Securities it is and shall be purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the each Investor represents that it is familiar with Rule 144 promulgated under the Act, as presently now in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the United States federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 of the Act promulgated under by the ActSecurities and Exchange Commission (the "SEC"), as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities Purchased Stock it is purchasing are is characterized as a "restricted securitiessecurity" under the federal securities laws inasmuch as they are it is being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Act only Act, except in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities Shares and Warrants that it is purchasing are is characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Such Investor understands that the Securities --------------------- it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities Note --------------------- it is purchasing are is characterized as "restricted securities" under the federal securities laws inasmuch as they are it is being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as and will be "restricted securities" under the federal securities laws Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that that, under such laws the Securities Act and applicable regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the Investor represents that it Investor is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Such Investor understands that the --------------------- Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Purchased Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it he is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the Investor represents that it he is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may not be resold without registration under the Act only Securities Act, except in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor Buyer understands that the Securities Shares it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company IQB in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, only in certain limited circumstances. In additionthis connection, the Investor Buyer represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently now in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the --------------------- Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the “Act”), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold resold, without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor Purchaser understands that the Securities it is purchasing are characterized as "restricted securities" under the federal United States securities laws inasmuch as they are being acquired from the Company Trustee in a transaction not involving a public offering and that under such laws and applicable regulations such securities Security may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the Investor Purchaser represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the ActAct and is generally familiar with the existing resale limitations imposed by Rule 144.

Restricted Securities. The Investor understands that the Securities Shares that it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities the Shares may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor Shareholder understands that the Securities it is purchasing are characterized as "restricted securities" under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "ACT"), only in certain limited circumstances. In addition, the Investor Shareholder represents that it the Shareholder is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Each Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations regulations, such securities -securities may be transferred or resold without registration under the Securities Act only in certain limited circumstancescircumstances and in accordance with the terms and conditions set forth in the legend described in Section 3.5. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Such Investor understands that the Securities and Underlying Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities Note and the Shares that it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities Note and the Warrant that it is purchasing are is characterized as "restricted securities" under the federal securities laws inasmuch as they are it is being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor It understands that the Securities it is purchasing Shares are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, effect and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Such Investor understands that the --------------------- Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations regulations, such securities may not be resold without registration under the Act only except in certain limited circumstances. In additionthis connection, the such Investor represents that it is aware that it may be required to hold the Securities indefinitely and is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the --------------------- Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, effect and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities Shares it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the U.S. federal securities laws Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws Laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities April Note and the Shares that it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the Securities it it/he is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the such Investor represents that it it/he is familiar with Commission Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor Purchaser understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor Purchaser represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Such Investor understands that the Securities Shares it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with Rule 144 promulgated under of the ActSecurities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is --------------------- purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstancescircumstances and in accordance with the terms and conditions set forth in the legend described in Section 3.5 below. In additionthis connection, the Investor represents that it is familiar with Securities and Exchange Commission ("SEC") Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor Each of the Investors understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the U.S. federal securities laws Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws Laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, each of the Investor Investors represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing Warrant being issued hereunder and the Warrant Stock to be purchased hereunder are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Securities and Exchange Commission Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities Shares that it is purchasing are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities the Shares may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor It understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch inas much as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Securities Act of 1933, as amended (the "act"), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it he is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the Investor represents that it he is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations limitations, including the minimum holding periods, imposed thereby and by the Act.

Restricted Securities. The Investor understands that the any Securities it is purchasing to be purchased pursuant to this Agreement are characterized as "restricted securities" under the federal securities laws inasmuch as they are being would be acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities that it is purchasing are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Shares, when issued, will be "RESTRICTED SECURITIES" (as defined in Rule 144 under the Securities it is purchasing are characterized as Act ("restricted securities" RULE 144")) under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Such Investor understands that the --------------------- Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is and shall be purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently now in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws Securities Act, inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the The Investor represents that it is familiar with Rule 144 promulgated under of the ActSEC, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are Purchased Shares, and the Conversion Shares upon issuance will be, characterized as "restricted securities" under the federal securities laws Securities Act, inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the The Investor represents that it is familiar with Rule 144 promulgated under of the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the rules and regulations of the Securities Act.

Restricted Securities. The Investor understands that the Securities --------------------- it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are are, and will be, characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the --------------------- Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effecteffect ("Rule 144"), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Each Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that that, under such laws and applicable regulations regulations, such securities may be transferred or resold without registration under the Securities Act only in certain limited circumstancescircumstances and in accordance with the terms and conditions set forth in the legend described in Section 3.5. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effecteffect ("Rule 144"), and understands the resale limitations -------- imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands (a) that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and offering, (b) that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In addition, the Investor represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands (c) that the resale limitations imposed thereby and by the ActCompany may require a legal opinion of Investor's counsel with respect to unregistered transfers, except with respect to transfers to Affiliates (as hereinafter defined).

Restricted Securities. The Such Investor understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities Shares it is purchasing are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under adopted pursuant to the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that that, under such laws and applicable regulations regulations, such securities may be transferred or resold without registration under the Securities Act only in certain limited circumstancescircumstances and in accordance with the terms and conditions set forth 14 the legend described in Section 3.5. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed Imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities Shares it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 4 5 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under of the ActSecurities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities it is purchasing Shares are characterized as "restricted securities" under the federal Federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Investor understands that the Securities Shares and Warrants that it is purchasing are is characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act Securities Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Such Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the Securities --------------------- it is and shall be purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with Rule 144 promulgated under the Act, as presently now in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Investor understands that the --------------------- Securities it he is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it he is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Each Investor understands that the Securities Shares --------------------- it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act") only in certain limited circumstances. In additionthis connection, the each Investor represents that it is familiar with Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations -------- imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the --------------------- Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act Act, only in certain limited circumstances. In additionthis connection, the Investor represents that it is familiar with SEC Rule 144 promulgated under the Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Investor understands that the Securities it is purchasing are characterized as "“restricted securities" ” under the United States federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In additionthis connection, the such Investor represents that it is familiar with Rule 144 promulgated under of the ActSEC, as presently in effect, and understands the resale limitations imposed thereby and by the Act.