Common use of Securities Issued Clause in Contracts

Securities Issued. 12.1 The Lenders each represent and warrant to, and covenants and agrees with the Borrower that: (a) each Lender makes the Loan to the Borrower and acquires the Loan, the Conversion right and the Warrants in reliance upon the Exemption from registration provided by Section 506 of Regulation D of the Securities Act or as an offshore investor under Regulation S; (b) each Lender is eligible to make the Loan to the Borrower and acquire the Securities in the Borrower; (c) each Lender is aware of the significant economic and other risks involved in making the Loan to the Borrower and in acquiring and/or exercising the Conversion right and Warrants; (d) each Lender has consulted with its own securities advisor as to its eligibility to acquire the Securities under the laws of its home jurisdiction and acknowledges that the Borrower has made no effort and takes no responsibility for the consequences to the Lender as a foreign investor acquiring the Securities; (e) no governmental agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no governmental agency recommendations or endorsements of the investment made hereunder; (f) each Lender acknowledges that: (i) there are substantial restrictions on the sale or transferability of any Securities and the Lender is purchasing unregistered securities; (ii) although the Borrower’s shares are currently listed for trading on the OTC Bulletin Board, there are substantial risks respecting the trading market; (iii) there has been no general solicitation by the Borrower respecting the Loan and the Securities; and (iv) the Lender has made its decision to acquire the Securities based solely on the information filed by the Borrower on ▇▇▇▇▇. (g) each Lender has received all information and documentation and has asked all questions of Borrower representatives that it or its advisor deems necessary or desirable so that it can make an informed decision regarding the investment made hereunder; (h) each Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Borrower. 12.2 Each Lender makes the Loan to the Borrower and acquires the Conversion right as principal for its own account and not for the benefit of any other person.

Securities Issued. 12.1 The Lenders each represent Lender represents and warrant warrants to, and covenants and agrees with the Borrower that: (a) each the Lender is not a U.S. Person, as that term is defined in Regulation S promulgated by the Securities and Exchange Commission; (b) the Lender makes the Loan to the Borrower and acquires the Loan, the Bonus Shares and the Conversion right and the Warrants in reliance upon the Exemption exemption from registration provided either by Section 506 of Regulation D of the Securities Act or as an offshore investor under Regulation S; (b) each Lender is eligible to make the Loan to the Borrower and acquire the Securities in the Borrower; (c) each Lender is aware of the significant economic and other risks involved in making the Loan to the Borrower and in acquiring and/or exercising the Conversion right and Warrants; (d) each Lender has consulted with its own securities advisor as to its eligibility to acquire the Securities under the laws of its home jurisdiction and acknowledges that the Borrower has made no effort and takes no responsibility for the consequences to the Lender as a foreign investor acquiring the Securities; (ed) no governmental agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no governmental agency recommendations or endorsements of the investment made hereunder; (fe) each the Lender acknowledges that: (i) there are substantial restrictions on the sale or transferability of any Securities and the Lender is purchasing unregistered securities; (ii) although the Borrower’s shares Common Shares are currently listed for trading on the OTC Bulletin BoardOTCQB, there are substantial risks respecting the trading market; (iii) there has been no general solicitation by the Borrower respecting the Loan and the Securities; and (iv) the Lender has made its decision to acquire the Securities based solely on the information filed by the Borrower on ▇▇▇▇▇. (gf) each the Lender has received all information and documentation and has asked all questions of Borrower representatives that it or its advisor deems necessary or desirable so that it can make an informed decision regarding the investment made hereunder; (hg) each the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Borrower. 12.2 Each The Lender makes the Loan to the Borrower and acquires the Conversion right and Bonus Shares as principal for its own account and not for the benefit of any other person.

Securities Issued. 12.1 14.1 The Lenders each represent and warrant to, and covenants and agrees with the Borrower that: (a) each Lender makes the Loan to the Borrower and acquires the Loan, the Conversion right and the Warrants in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act, Section 506 of Regulation D of the Securities Act, or Rule 903 of Regulation S of the Securities Act or as an offshore investor under Regulation Sfor the private offering of securities; (b) each Lender is eligible to make the Loan to the Borrower and acquire the Securities in the BorrowerBorrower under Section 4(2) of the Securities Act, Regulation D of the Securities Act or Regulation S of the Securities Act; (c) each Lender is aware of the significant economic and other risks involved in making the Loan to the Borrower and in acquiring and/or exercising the Conversion right and Warrantsright; (d) each the Lender has consulted with its own securities advisor as to its eligibility to acquire the Securities under the laws of its home jurisdiction and acknowledges that the Borrower has made no effort and takes no responsibility for the consequences to the Lender Lenders as a foreign non-U.S. investor acquiring the SecuritiesSecurities and, in particular, in purchasing U.S.-based securities upon exercise, if any, of the Conversion right; (e) no governmental federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no governmental federal or state agency recommendations or endorsements of the investment made hereunder; (f) each Lender acknowledges that: (i) there are substantial restrictions on the sale or transferability of any Securities and understands that, although the Lender Borrower is a reporting company, the Lenders is purchasing unregistered securities; (ii) although the Borrower’s shares are currently listed for trading on Borrower is not contractually obligated to register the OTC Bulletin Board, there are substantial risks respecting Securities under the trading market;Securities Act; and (iii) there has been no general solicitation any Securities acquired by the Borrower respecting Lenders upon exercise of the Loan and the Securities; and (iv) the Lender has made its decision to acquire Conversion right may not be sold or otherwise transferred without registration under the Securities based solely on the information filed by the Borrower on ▇▇▇▇▇Act, unless an exemption from registration is available. (g) each Lender has received all information and documentation and has asked all questions of Borrower Company representatives that it or its advisor deems necessary or desirable so that it can make an informed decision regarding the investment made hereunder; (h) each Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the BorrowerCompany. 12.2 14.2 Each Lender makes the Loan to the Borrower and acquires the Conversion right as principal for its own account and not for the benefit of any other person.

Securities Issued. 12.1 15.1 The Lenders each represent Lender represents and warrant warrants to, and covenants and agrees with the Borrower that: (a) each the Lender makes the Loan to the Borrower and acquires the Loan, the Conversion right and the Warrants in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act, Section 506 of Regulation D of the Securities Act, or Rule 903 of Regulation S of the Securities Act or as an offshore investor under Regulation Sfor the private offering of securities; (b) each the Lender is eligible to make the Loan to the Borrower and acquire the Securities in the BorrowerBorrower under Regulation S; (c) each the Lender is aware of the significant economic and other risks involved in making the Loan to the Borrower and in acquiring and/or exercising the Conversion right and Warrantsright; (d) each the Lender has consulted with its own securities advisor as to its eligibility to acquire the Securities under the laws of its home jurisdiction and acknowledges that the Borrower has made no effort and takes no responsibility for the consequences to the Lender as a foreign non-U.S. investor acquiring the SecuritiesSecurities and, in particular, in purchasing U.S.-based securities upon exercise, if any, of the Conversion right; (e) no governmental federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no governmental federal or state agency recommendations or endorsements of the investment made hereunder; (f) each the Lender acknowledges that: (i) there are substantial restrictions on the sale or transferability of any Securities and understands that, although the Borrower is a reporting company, the Lender is purchasing unregistered securities; (ii) although the Borrower’s shares are currently listed for trading on Borrower is not contractually obligated to register the OTC Bulletin Board, there are substantial risks respecting Securities under the trading market;Securities Act; and (iii) there has been no general solicitation any Securities acquired by the Borrower respecting Lender upon exercise of the Loan and the Securities; and (iv) the Lender has made its decision to acquire Conversion right may not be sold or otherwise transferred without registration under the Securities based solely on the information filed by the Borrower on ▇▇▇▇▇Act, unless an exemption from registration is available. (g) each the Lender has received all information and documentation and has asked all questions of Borrower Company representatives that it or its advisor deems necessary or desirable so that it can make an informed decision regarding the investment made hereunder; (h) each the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Borrower.Company; 12.2 Each 15.2 The Lender makes the Loan to the Borrower and acquires the Conversion right as principal for its own account and not for the benefit of any other person.;