Common use of Private Issue Clause in Contracts

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder herein.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications qualification requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section. (e) ACCREDITED INVESTOR. The Holder is an “accredited investor” as such term is defined in Regulation D of Holder hereinthe Securities Act.

Private Issue. The Holder understands (i) that neither the Shares issuance of this Warrant nor the issuance of any shares of the Company’s capital stock issuable upon exercise of this Warrant are not the Holder’s rights contained herein has been registered under the Securities 1933 Act or qualified under applicable state securities laws on the ground that the issuance issuances contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinthe Holderset forth in this Section 17.

Private Issue. The Holder understands (i) that the Shares Warrant and ------------- the Warrant Stock issuable upon exercise of this Warrant are not registered under the Securities Act Act, or qualified under applicable state securities laws on the ground that the issuance contemplated by of this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 10.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this ▇▇▇▇▇▇'s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that the Shares Stock issuable upon exercise of this Warrant are is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 3.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder’s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the Holder’s representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder’s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the Holder’s representations of Holder hereinset forth in this Article 5.

Private Issue. The Holder understands (i) that neither the Shares issuance of this Warrant nor the issuance of any shares of the Company’s capital stock issuable upon exercise of this Warrant are not the Holder’s rights contained herein has been registered under the Securities 1933 Act or qualified under applicable state securities laws on the ground that the issuance issuances contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinthe Holderset forth in this Section 18.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 6.

Private Issue. The Holder understands that (ia) that this Warrant and the Warrant Shares issuable upon exercise of this Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (iib) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 5.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this ▇▇▇▇▇▇’s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the Holder’s representations of Holder hereinset forth in this Article 4.

Private Issue. The Registered Holder understands understands: (i) that neither the Shares issuable upon exercise of this Warrant are not nor the Warrant Stock is, nor will be, registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereofthereof pursuant to Section 4(2) of the Securities Act and any applicable state securities laws, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 17.

Private Issue. The Holder understands (i) that the Warrant Shares issuable upon exercise of this Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 4.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Warrant ▇▇▇▇▇▇'s rights contained in the warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant the warrant will be exempt except from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that the Shares issuable -------------- upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 5.

Private Issue. The Holder understands (i) that the Shares issuable -------------- upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that the Shares issuable upon -------------- exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 5.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this ▇▇▇▇▇▇'s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 5.

Private Issue. The Registered Holder understands (i) that the Shares Warrant Stock issuable upon exercise of this Warrant are is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 13.

Private Issue. The Holder understands (i) that the Warrant Shares (including any shares of Common Stock issuable upon exercise of this Warrant conversion thereof) are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 13.

Private Issue. The Holder understands (i) that the Shares Warrant and the Common Stock issuable upon exercise of this Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 10.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act of 1933 (the “Act”) or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder herein.set forth in this Article V.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder's rights containe▇ ▇▇ ▇he Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder’s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the _________________ Initials _______________ Initials Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the Holder’s representations of Holder hereinset forth in this Article 5.

Private Issue. The Holder understands (i) that the Warrant and the Shares issuable upon exercise of this Warrant are not registered under the Securities Act Act, or qualified under applicable state securities laws laws, on the ground that the issuance contemplated by of this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated in part on the representations of Holder hereinset forth in this Section.

Private Issue. The Holder understands (i) that the Warrant Shares issuable upon exercise of this Holder’s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the Holder’s representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that the Shares Stock issuable upon exercise of this Warrant are is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 3.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act or ▇▇▇ ▇▇ qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 4.

Private Issue. The Registered Holder understands understands: (i) that the Shares issuable upon exercise of this Warrant are is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereofthereof pursuant to Section 4(2) of the Securities Act and any applicable state securities laws, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 16.

Private Issue. The Holder understands (i) that the Warrant Shares issuable upon exercise of this the Holder’s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the Holder’s representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act of 1933 (the “Act”) or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 5.

Private Issue. The Registered Holder understands understands: (i) that neither the Warrant nor the Warrant Shares issuable upon exercise of this Warrant are not is, nor will be, registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereofthereof pursuant to Section 4(a) (2) of the Securities Act and any applicable state securities laws, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 17.

Private Issue. The Holder understands (i) that the Shares securities issuable upon exercise of this Warrant are the Holder’s rights contained herein is not registered under the Securities 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications qualification requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 17.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act ▇▇▇ ▇▇t or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 5.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 5.

Private Issue. The Registered Holder understands understands: (i) that the Shares issuable upon exercise of this Warrant are is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereofthereof pursuant to Section 4(2) of the Securities Act and any applicable state securities laws, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 15.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this H▇▇▇▇▇'s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Warrant Holder's rights contained in the warrant are not registered under the Securities Act ▇▇▇ ▇ct or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant the warrant will be exempt except from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that neither the Warrant nor the Warrant Shares issuable upon exercise of this the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications qualification requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 5.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities u▇▇▇▇ ▇he Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 5.

Private Issue. The Holder understands (i) that the Shares issuable upon Holde exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 6.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act of 1933 (the “Act”) or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Section 5.

Private Issue. The Holder understands (i) that neither the Shares issuance of this Warrant nor the issuance of any shares of the Company’s capital stock issuable upon exercise of this Warrant are not the Holder’s rights contained herein has been registered under the Securities 1933 Act or qualified under applicable state securities laws on the ground that the issuance issuances contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of the Holder hereinset forth in this Section 18.

Private Issue. The Holder understands that: (i) that this Warrant and the Shares Membership Interests issuable upon exercise of this Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, thereof pursuant to Section 4(2) of the Securities Act and any applicable state securities laws; and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that this Warrant and the Shares issuable upon exercise of this Warrant the Holder’s rights contained herein are not registered under the Securities 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Article IV.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this the Holder’s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the Holder’s representations of Holder hereinset forth in this Article 6.

Private Issue. The Registered Holder understands that (i) that the Warrant Shares issuable upon exercise of this Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground grounds that the issuance contemplated by this Warrant will be exempt from the registration and qualifications qualification requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section 14.

Private Issue. The Registered Holder understands (i) that the Shares Warrant ------------- Stock issuable upon exercise of this Warrant are is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations of Holder hereinset forth in this Section.

Private Issue. The Holder understands (i) that the Shares issuable ------------- upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder hereinset forth in this Article 4.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder’s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) JB Initials 11 TWH Initials that the Company’s reliance on such exemption is predicated on the Holder’s representations of Holder hereinset forth in this Article 6.

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder’s rights contained in the Warrant are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the Holder’s representations of Holder herein.set forth in this Article 5. 5.2

Private Issue. The Holder understands (i) that the Shares issuable upon exercise of this Holder's rights contained in the Warrant are not registered under the Securities Act of 1933, as amended, (the “Act”) or qualified under applicable state securities laws on the ground that the issuance contemplated by this the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the Holder's representations of Holder herein.set forth in this Article V.