Common use of Reliance on Exemptions Clause in Contracts

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities or “blue sky” laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it him in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations promulgated thereunder and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares and Warrants are being offered and sold to it such Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Sharessecurities.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company and each Seller is relying upon the truth and accuracy of, and the each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws Act and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in this Agreement in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser Buyer understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the PurchaserBuyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Purchased Shares.

Reliance on Exemptions. The Purchaser understands that the Shares and the Warrants are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesShares and the Warrants.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the SharesUnit(s).

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from or non-application of the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser Buyer understands that the Purchase Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Purchase Shares.

Reliance on Exemptions. The Purchaser understands that the Preferred Shares and Warrants are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesPreferred Shares and Warrants.

Reliance on Exemptions. The Purchaser understands that the Shares and Warrants are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such the exemptions and the eligibility of the Purchaser to acquire the SharesCommon Stock and Warrants.

Reliance on Exemptions. The Purchaser understands that the Common Shares and Warrants are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesCommon Shares and Warrants.

Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company and each Seller is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Sale Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Sale Shares.

Reliance on Exemptions. The Purchaser understands that the Shares and Warrants are being offered and sold to it such Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of, and the such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Sharessecurities.

Reliance on Exemptions. The Purchaser understands that the Preferred Shares and the Conversion Shares are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Preferred Shares and Conversion Shares.

Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations thereunder and where applicable state securities or “blue sky” laws and that the Company is relying upon the truth and accuracy of, and the each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser Buyer understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Purchased Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from or non-application of the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Allocated Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Allocated Shares.

Reliance on Exemptions. The Purchaser Buyer understands that the Purchase Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the PurchaserBuyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Purchase Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares Convertible ---------------------- Securities are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesConvertible Securities.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it him in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations of the Commission promulgated thereunder and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations promulgated thereunder and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser Buyer understands that the Company intends for the Shares are being (other than any shares issued in a Public Offering) to be offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the PurchaserBuyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Units and the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Units and the Shares.

Reliance on Exemptions. The Each Purchaser understands that the Shares and the Warrants are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser Such Buyer understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the Purchasersuch Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser such Buyer to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is and its counsel are relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.

Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company (and its counsel in rendering an opinion to the Purchaser) is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser understands that the Warrants and Warrant Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the 1933 Act Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesCommon Stock offered hereunder.

Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations thereunder and where applicable state securities or "blue sky" laws and that the Company is relying upon the truth and accuracy of, and the each Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Sale Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and that the Company Seller is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Sale Shares.

Reliance on Exemptions. The Purchaser understands that the Debentures and Common Shares are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Debentures and Common Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and that the Company Seller is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon specific exemptions from the prospectus and registration requirements of the Securities Actfederal, the Rules state, and Regulations and state other securities laws laws, as applicable, and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser understands that the Additional Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Additional Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are Sale is being offered and sold to it made in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to complete the Sale and to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Further Additional Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Further Additional Shares.

Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser understands that the Issued Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and of the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings of the Purchaser warranties set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Issued Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is and Sellers are relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold issued to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire subscribe for the Shares.

Reliance on Exemptions. The Purchaser Seller understands that the Purchaser Shares are being offered and sold to it the Seller in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and regulations and that the Company Purchaser is relying upon the truth and accuracy of, and the PurchaserSeller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Seller set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Seller to acquire the Purchaser Shares.

Reliance on Exemptions. The Each such Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company Vendor is relying in part upon the truth and accuracy of, and the each such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each such Purchaser to acquire the its Purchased Shares.

Reliance on Exemptions. The Purchaser understands that the Subscription Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Subscription Shares.

Reliance on Exemptions. The Each Purchaser understands that the Preferred Shares are being offered and sold to it Purchasers in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the each Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the Preferred Shares.

Reliance on Exemptions. The Purchaser understands Purchasers understand that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is Sellers are relying upon the truth and accuracy of, and the Purchaser’s each Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Purchasers set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Purchasers to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it him in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations Regulations, and state securities laws laws, and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgments, and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.

Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the prospectus and registration requirements of the Securities ActCanadian and United States federal, the Rules and Regulations provincial and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on a specific exemptions exemption from the registration requirements of United States federal and state securities laws, including the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and of the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings of the Purchaser warranties set forth herein in order to determine the availability of such exemptions exemption and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Such Purchaser understands that the Shares are being offered offered, sold and sold issued to it in reliance upon on specific exemptions from the prospectus and registration requirements of the Securities Act, the Rules and Regulations federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Preferred Shares and the Warrant are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of Purchaser set forth herein in this Section 5 in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesPreferred Shares and the Warrant.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold issued to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it him in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. (a) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it him in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations promulgated thereunder and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is Sellers are relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Purchase Shares and Warrants are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesPurchase Shares and Warrants.

Reliance on Exemptions. The Each Purchaser understands that the Shares and Warrants are being offered and sold to it such Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Sharessecurities.

Reliance on Exemptions. The Purchaser understands that the Shares interests in the Company are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability applicability of such exemptions and the eligibility suitability of the Purchaser undersigned to acquire an interest in the SharesCompany.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations of the Commission promulgated thereunder and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the Shares.

Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is Sellers are relying in part upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Preferred ---------------------- Shares and Warrant are being offered and sold to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations Federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesPreferred Shares and Warrant.

Reliance on Exemptions. The Purchaser understands that the Units, the Preferred Shares and the Warrants are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesUnits, the Preferred Shares and the Warrants.

Reliance on Exemptions. The Purchaser understands that the Shares shares of Preferred Stock and Warrants are being offered and sold to it such Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Sharessecurities.

Reliance on Exemptions. The Purchaser Buyer understands that the Preferred Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Preferred Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations regulations promulgated thereunder, and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on a specific exemptions exemption from the registration requirements of United States federal and state securities laws, including the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the of Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings of the Purchaser warranties set forth herein in order to determine the availability of such exemptions exemption and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is and each Sellers are relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company and each Seller is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.. Exhibit 10.1

Reliance on Exemptions. The Purchaser understands that the Preferred Shares and the Warrants are being offered and sold to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesPreferred Shares and the Warrants.

Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and of the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings of the Purchaser warranties set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold exchanged or sold, as the case may be, to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.

Reliance on Exemptions. The Purchaser understands that the Shares Offered Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesOffered Securities.

Reliance on Exemptions. The Purchaser Buyer understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the PurchaserBuyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Shares.

Reliance on Exemptions. The Such Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules Act and Regulations and applicable state securities laws and that the Company is relying upon the truth truth, accuracy and accuracy completeness of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.