Common use of Investment Intent; Blue Sky Clause in Contracts

Investment Intent; Blue Sky. The Purchaser is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale of the Securities has not been, and will not be, registered under the Securities Act by reason of an exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser’s address set forth in Section 7.02 represents the Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Sky” or similar laws.

Investment Intent; Blue Sky. The Purchaser It is acquiring the Securities Units for investment for its own account, not as a nominee or agent, and not with the a view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale issuance of the Securities has Units and the Shares of Common Stock issuable upon exercise of the Warrants have not been, and will not be, registered under the Securities Act by reason of an a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser’s address set forth in Section 7.02 herein represents the Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Sky” or similar laws.

Investment Intent; Blue Sky. The Purchaser It is acquiring the Securities Shares and the underlying Conversion Stock for investment for its own account, not as a nominee or agent, and not with the a view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale issuance of the Securities Shares and the underlying Conversion Stock has not been, and will not be, registered under the Securities Act by reason of an a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser’s address set forth in Section 7.02 on the Schedule of Purchasers attached hereto as Exhibit A represents the Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Sky” or similar laws.

Investment Intent; Blue Sky. The Purchaser is acquiring the Securities Shares and the underlying Conversion Stock for investment for its own account, not as a nominee or agent, and not with the a view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It The Purchaser understands that the sale issuance of the Securities Shares and the underlying Conversion Stock has not been, and will not be, registered under the Securities Act by reason of an a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser’s address set forth in Section 7.02 on the Schedule of Purchasers represents the Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Skyblue sky” or similar laws.

Investment Intent; Blue Sky. The Purchaser is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale of the Securities has not been, and will not be, registered under the Securities Act by reason of an exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser’s address set forth in Section ‎Section 7.02 represents the Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Sky” or similar laws.

Investment Intent; Blue Sky. The Purchaser It is acquiring the Securities Shares and the underlying Conversion Stock for investment for its own account, not as a nominee or agent, and not with the a view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale issuance of the Securities Shares and the underlying Conversion Stock has not been, and will not be, registered under the Securities Act by reason of an a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser’s address set forth in Section 7.02 on the Schedule of Purchasers attached hereto as Exhibit A represents the Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Sky” or similar federal and state securities laws.

Investment Intent; Blue Sky. The Purchaser It is acquiring the Securities Issued Shares and the Conversion Shares for investment for its own account, not as a nominee or agent, and not with the a view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale issuance of the Securities Issued Shares and the Conversion Shares has not been, and will not be, registered under the Securities Act by reason of an a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s Contributor's investment intent and the accuracy of the Purchaser’s Contributor's representations as expressed herein. The Purchaser’s Contributors' address set forth in Section 7.02 7.3 hereof represents the Purchaser’s Contributors' true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Sky” or similar Sky laws.

Investment Intent; Blue Sky. The Purchaser is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale of the Securities has not been, and will not be, registered under the Securities Act by reason of an exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser’s address set forth in Section 7.02 6.2 represents the Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Sky” or similar laws.

Investment Intent; Blue Sky. The Purchaser Investor acknowledges that it is acquiring the Securities Shares, the Warrants and any Warrant Shares for investment for its own account, not as a nominee or agent, and not with the a view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale issuance of the Securities has Shares, the Warrants and the Warrant Shares have not been, and and, except as set forth in the Registration Rights Agreement, will not be, registered under the Securities Act by reason of an a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the PurchaserInvestor’s investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The PurchaserInvestor’s address set forth in Section 7.02 herein represents the PurchaserInvestor’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Sky” or similar laws.

Investment Intent; Blue Sky. The Purchaser It is acquiring the Securities Shares and the underlying Conversion Stock for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale issuance of the Securities Shares and the underlying Conversion Stock has not been, and will not be, registered under the Securities Act by reason of an a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s 's investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser’s 's address set forth in Section 7.02 on Schedule I represents the Purchaser’s 's true and correct state of domicile, upon which the Company may rely for the purpose of complying with the applicable “"Blue Sky” or similar " laws.

Investment Intent; Blue Sky. The Purchaser It is acquiring the Securities Shares and the --------------------------- underlying Conversion Stock for investment for its own account, not as a nominee or agent, and not with the a view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale issuance of the Securities Shares and the underlying Conversion Stock has not been, and will not be, registered under the Securities Act by reason of an a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s 's investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser’s 's address set forth in Section 7.02 on the Schedule of Purchasers attached hereto as Exhibit A represents the Purchaser’s 's true and correct state of domicile, upon --------- which the Company may rely for the purpose of complying with applicable “Blue Sky” or similar Sky laws.

Investment Intent; Blue Sky. The Purchaser is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale of the Securities has not been, and will not be, registered under the Securities Act by reason of an exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser’s address set forth in Section 7.02 represents the Purchaser’s is true and correct state of domicile, and may be relied upon which by the Company may rely for the purpose of complying with applicable “Blue Sky” or similar laws.

Investment Intent; Blue Sky. The Such Purchaser is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale of the Securities to such Purchaser has not been, and will not be, registered under the Securities Act by reason of an exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser’s address set forth in Section 7.02 represents the Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Sky” or similar laws.

Investment Intent; Blue Sky. The Purchaser It is acquiring the Securities Shares and the underlying Conversion Stock for investment for its own account, not as a nominee or agent, and not with the a view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale issuance of the Securities Shares and the underlying Conversion Stock has not been, and will not be, registered under the Securities Act by reason of an a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s 's investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser’s address set forth in Section 7.02 represents the Purchaser’s true and correct state of domicile, upon pon which the Company may rely for the purpose of complying with applicable “"Blue Sky” or similar " laws.. 4.3

Investment Intent; Blue Sky. The Purchaser It is acquiring the Securities Shares and the underlying Conversion Stock for investment for its own account, not as a nominee or agent, and not with the a view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale issuance of the Securities Shares and the underlying Conversion Stock has not been, and will not be, registered under the Securities Act by reason of an a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s 's investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser’s 's address set forth in Section 7.02 on the Schedule of Purchasers attached hereto as EXHIBIT A represents the Purchaser’s 's true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “"Blue Sky” or similar " laws.