Common use of Securities Not Registered Clause in Contracts

Securities Not Registered. (a) Such Purchaser understands that the Shares and the Conversion Shares have not been approved or disapproved by the SEC or by any state securities commission nor have the Shares or the Conversion Shares been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares and the Conversion Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 under the Securities Act (“Rule 144”) (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Securities Not Registered. (a) Such Purchaser understands that the Preferred Shares and the Conversion Shares have not been approved or disapproved by the SEC or by any state securities commission nor have the Preferred Shares or the Conversion Shares been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Preferred Shares and the Conversion Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 under the Securities Act (“Rule 144”) (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Securities Not Registered. (a) Such The Purchaser understands that none of the Shares and the Conversion Shares Securities have not been approved or disapproved by the SEC or by any state securities commission nor have the Shares or the Conversion Shares Securities been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares and the Conversion Shares Securities must continue to be held by such the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such The Purchaser understands that the exemptions from registration afforded by Rule 144 under the Securities Act (“Rule 144”) (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Securities Not Registered. (a) Such Purchaser understands that the Shares Shares, Conversion Shares, Warrants and the Conversion Warrant Shares have not been approved or disapproved by the SEC or by any state securities commission nor have the Shares or the Conversion Shares been registered under the Securities Act, by reason of their issuance by the Company in a transaction transactions exempt from the registration requirements of the Securities Act, and that the Shares Shares, Conversion Shares, Warrants and the Conversion Warrant Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act Act, including pursuant to a registration statement under the Investors’ Rights Agreement, or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 promulgated under the Securities Act (“Rule 144”) (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Securities Not Registered. (a) Such Purchaser understands that the Shares ------------------------- Shares, Conversion Shares, Warrants and the Conversion Warrant Shares have not been approved or disapproved by the SEC or by any state securities commission nor have the Shares or the Conversion Shares been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares Shares, Conversion Shares, Warrants and the Conversion Warrant Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act Act, including pursuant to the registration statement required under the Registration Rights Agreement, or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 under the Securities Act (“Rule 144”) (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Securities Not Registered. (a) Such Purchaser understands that none of the Shares and the Conversion Shares Securities have not been approved or disapproved by the SEC or by any state securities commission nor have the Shares or the Conversion Shares Securities been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares and the Conversion Shares Securities being acquired by such Purchaser must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 under the Securities Act (“Rule 144”) (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Securities Not Registered. (a) Such The Purchaser understands that the Shares Shares, Conversion Shares, Warrants and the Conversion Warrant Shares have not been approved or disapproved by the SEC or by any state securities commission nor have the Shares or the Conversion Shares been registered under the Securities Act, by reason of their issuance by the Company in a transaction transactions exempt from the registration requirements of the Securities Act, and that the Shares Shares, Conversion Shares, Warrants and the Conversion Warrant Shares must continue to be held by such the Purchaser unless a subsequent disposition thereof is registered under the Securities Act Act, including pursuant to a registration statement under the Investor’s Rights Agreement, or is exempt from such registration. Such The Purchaser understands that the exemptions from registration afforded by Rule 144 promulgated under the Securities Act (“Rule 144”) (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Securities Not Registered. (a) Such Purchaser understands that the Shares, Warrants, Warrant Shares, Conversion Shares and the Conversion Dividend Shares have not been approved or disapproved by the SEC or by any state securities commission nor have the Shares or the Conversion Shares been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares, Warrants, Warrant Shares, Conversion Shares and the Conversion Dividend Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 under the Securities Act (“Rule 144”) (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Securities Not Registered. (a) Such Purchaser understands that the Notes, the Shares and the Conversion Shares have not been approved or disapproved by the SEC or by any state securities commission nor have the Notes, the Shares or the Conversion Shares been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Notes, the Shares and the Conversion Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 under the Securities Act (“Rule 144”) (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.