Common use of Certain Risks Clause in Contracts

Certain Risks. Purchaser expressly understands that: (i) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; (ii) while the Company's Common Stock is presently traded on the AMEX, and while the Purchaser is a beneficiary of certain registration rights with respect to the Shares and the Warrant Shares, the Shares and the Warrant subscribed for and that may be purchased under this Agreement and the Warrant Shares issuable upon exercise of the Warrants (x) are not registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and (y) are not quoted, traded or listed for trading or quotation on the AMEX, or any other organized market or quotation system, and there is therefore no present public or other market for the Shares, the Warrant or the Warrant Shares, nor can there be any assurance that the Common Stock will continue to be quoted, traded or listed for trading or quotation on the AMEX or on any other organized market or quotation system; and (iii) that the purchase of Shares and the Warrant is a speculative investment, involving a degree of risk, and is suitable only for a person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. The Purchaser expressly understands recognizes that the purchase of the Debentures, the Warrants and the Conversion Shares involves a high degree of risk in that: : (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Debentures, the Warrants and the underlying securities; (ii) the Purchaser may not be able to liquidate its investment; (iii) transferability of the Debentures, the Warrants and Conversion Shares is extremely limited; (iv) in the event of disposition, Purchaser could sustain the loss of its entire investment; (v) the Debentures and Warrants represent non-voting securities, which have the right to convert or exercise into and purchase shares of voting equity securities in a corporate entity; (vi) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; ; (iivii) while the Company's Common Stock is presently quoted and traded on the AMEX, NASDAQ National Market and while the Purchaser is a beneficiary Purchasers are beneficiaries of certain registration rights with respect to provided herein, (a) the Shares Debentures, the Warrants and the Warrant Shares, the Conversion Shares and the Warrant subscribed for and that may be purchased under this Agreement and the Warrant Shares issuable upon exercise of the Warrants (x) are not registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and ; and (yb) neither the Debentures nor the Warrants are not quoted, traded or listed for trading or quotation on the AMEXNASDAQ National Market, or any other organized market or quotation system, and there is therefore no present public or other market for the Shares, the Warrant or the Warrant Sharessuch Debentures and none is likely to develop, nor can there be any assurance that the Common Stock will continue to be quoted, traded or listed for trading or quotation on the AMEX NASDAQ National Market or on any other organized market or quotation system; and (iii) that the purchase of Shares and the Warrant is a speculative investment, involving a degree of risk, and is suitable only for a person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. The Purchaser expressly understands recognizes that the purchase of the Shares involves a high degree of risk in that: : (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (ii) a purchaser may not be able to liquidate its investment; (iii) transferability of the Shares is extremely limited; (iv) in the event of disposition, Purchaser could sustain the loss of its entire investment; (v) the Shares represent non-voting equity securities, and the right to convert into and purchase shares of voting equity securities in a corporate entity; (vi) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; ; (iivii) while the Company's Common Stock is presently quoted and traded on the AMEX, Nasdaq Small Cap Market and while the Purchaser is a beneficiary Purchasers are beneficiaries of certain registration rights with respect to the Shares and the Warrant Sharesprovided herein, the Shares and the Warrant subscribed for and that may be purchased under this Agreement and the Warrant Shares Common Stock issuable upon exercise conversion of the Warrants Shares: (xa) are not registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and ; and (yb) are not quoted, traded or listed for trading or quotation on the AMEXNasdaq Small Cap Market, or any other organized market or quotation system, and there is therefore no present public or other market for the Shares, the Warrant such Shares or the Warrant Sharescommon stock, nor can there be any assurance that the Common Stock common stock will continue to be quoted, traded or listed for trading or quotation on the AMEX Nasdaq Small Cap Market or on any other organized market or quotation system; and (iii) that the purchase of Shares and the Warrant is a speculative investment, involving a degree of risk, and is suitable only for a person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.

Certain Risks. Purchaser expressly understands that: That (i) the Series C Preferred Stock represents ------------- equity securities in a private corporate entity that has an accumulated deficit, (ii) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; (iiiii) while the Company's Common shares of Series C Preferred Stock is presently traded on the AMEX, and while the Purchaser is a beneficiary of certain registration rights with respect to the Shares and the Warrant Shares, the Shares and the Warrant subscribed for and that may be purchased under this Agreement and the Warrant Shares issuable upon exercise of the Warrants (x) are not registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and (y) are not quoted, traded or traded, listed for trading or quotation on the AMEX, or any other organized market or quotation system, and there is therefore no present public or other market for such shares of Series C Preferred Stock, and there have not been any representations made by the Shares, Company to the Warrant or the Warrant Shares, nor can there be any assurance Subscriber that the Common Series C Preferred Stock ever will continue to be quoted, traded or listed for trading or quotation on the AMEX or on any other organized market or quotation systemsystem or that there ever will be a public market for the Series C Preferred Stock; and (iiiiv) that the purchase of Shares and the Warrant Series C Preferred Stock is a speculative investment, involving a degree of risk, and is suitable only for a person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (x) such person or entity may not be able to liquidate their investment in the event of an emergency or otherwise, (y) transferability is limited, and (z) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of their entire investment.