Common use of Regulation D Offering Clause in Contracts

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by it, directly or indirectly, in the United States without registration under United States federal and state securities laws and Subscriber understands the certificates representing the such securities will contain a legend in respect of such restrictions.

Regulation D Offering. Subscriber represents that it he is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by itSubscriber, directly or indirectly, in the United States without registration under United States federal and state securities laws and Subscriber understands the certificates representing the such securities will contain a legend in respect of such restrictions.

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investorsaccredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by ithim, directly or indirectly, in the United States without registration under United States federal and state securities laws and Subscriber understands the certificates representing the such securities will contain a legend in respect of such restrictions.

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investorsaccredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; law and, accordingly, such securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by ithim, directly or indirectly, in the United States without registration under United States federal and state securities laws and Subscriber understands the certificates representing the such securities will contain a legend in respect of such restrictions.

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investorsaccredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by it, directly or indirectly, in the United States without registration under United States federal and state securities laws and Subscriber understands the certificates representing the such securities will contain a legend in respect of such restrictions.

Regulation D Offering. Each Subscriber represents that it is an “"accredited investor” " as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “"Securities Act”") and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” "accredited investors" within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; law and, accordingly, such securities the Securities will be “"restricted securities” " within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by ithim, directly or indirectly, in the United States without registration under United States federal and state securities laws and each Subscriber understands the certificates representing the such securities will contain a legend in respect of such restrictions.

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such securities the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by itSubscriber, directly or indirectly, in the United States without registration under United States federal and state securities laws and Subscriber understands the certificates representing the such securities Securities will contain a legend in respect of such restrictions.

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by itSubscriber, directly or indirectly, in the United States without registration under United States federal and state securities laws and Subscriber understands the certificates representing the such securities will contain a legend in respect of such restrictions.

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investorsaccredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by itthe Subscriber, directly or indirectly, in the United States without registration under United States federal and state securities laws and Subscriber understands the certificates representing the such securities Securities will contain a legend in respect of such restrictions. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.

Regulation D Offering. Each Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investorsaccredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; law and, accordingly, such securities the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by ithim, directly or indirectly, in the United States without registration under United States federal and state securities laws and each Subscriber understands the certificates representing the such securities will contain a legend in respect of such restrictions.