Common use of Securities Requirements Clause in Contracts

Securities Requirements. (a) NeoGen understands that the Purchaser will issue and deliver to NeoGen, as part of the Purchase Price, the HTG Shares pursuant to this Agreement, without compliance with the registration requirements of the Securities Act of 1933 (the “Securities Act”); that for such purpose the Purchaser will rely upon the representations, warranties, covenants and agreements contained herein; and that such non-compliance with registration is not permissible unless such representations and warranties are correct and such covenants and agreements performed. (b) NeoGen understands that the HTG Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In the absence of an effective registration statement covering the HTG Shares or an available exemption from registration under the Securities Act, the HTG Shares must be held indefinitely. In this connection, NeoGen represents that it and the Members are familiar with Rule 144 of the Securities and Exchange Commission (the “SEC”), as presently in effect, and understand the resale limitations imposed thereby and by the Securities Act, including the Rule 144 condition that current information about the Purchaser be available to the public. Such information is not now available, and the Purchaser has no present plans to make such information available. (c) NeoGen and each of the Members is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect. (d) NeoGen and each of the Members is a sophisticated investor familiar with the type of risks inherent in the acquisition of restricted securities such as the HTG Shares and its or his financial position is such that it or he can afford to retain the HTG Shares for an indefinite period of time without realizing any direct or indirect cash return on its or his investment. (e) NeoGen is acquiring the HTG Shares for its account and not with a view to, or for sale in connection with, the distribution thereof within the meaning of the Securities Act.

Securities Requirements. 14.01 This Debenture shall be governed in accordance with the laws of the Province of British Columbia. 14.02 The Creditor acknowledges and declares that: a. the Creditor is aware that this Debenture and any securities of the Debtor to be issued on the exercise of the conversion rights granted hereunder (athe "Securities") NeoGen understands have not been qualified under the British Columbia Securities Act (the "Act") and the rules and regulations thereto (the "Rules") for distribution to the public, that the Purchaser will issue and deliver to NeoGen, as part issuance of the Purchase Price, the HTG Shares Securities pursuant to this Agreement, without compliance with Agreement is to be by way of private placement exempted from the registration requirements of the Securities Act and from the prospectus requirements of 1933 (the “Securities Act”); that for such purpose Act under an exemption to be determined by the Purchaser will rely upon the representationsDebtor, warranties, covenants and agreements contained herein; and that such non-compliance with registration the Creditor is not permissible unless such representations and warranties are correct and such covenants and agreements performed. (b) NeoGen understands that restricted from using most of the HTG Shares are characterized as “restricted securities” civil remedies available under the federal securities laws inasmuch as they Act and the Rules thereto and may not receive information that would be otherwise available to him under the Act and the Rules in connection with his purchase of the Securities; b. there are being acquired from restrictions on the Purchaser in a transaction not involving a public offering Creditor's ability to resell the Securities and that under such laws it is the responsibility of the Creditor to find out what those restrictions are and applicable regulations such securities to comply with them before selling the Securities and, without limiting the generality of the foregoing, the resale of the Securities may be resold without subject to the registration under and prospectus requirements of the Act; c. it is the obligation of the Creditor to comply with the aforesaid resale restrictions in regard to the Securities Act only in certain limited circumstances. In at the absence of an effective registration statement covering time the HTG Shares or an available exemption from registration under the Securities Act, the HTG Shares must be held indefinitely. In this connection, NeoGen represents that it and the Members are familiar with Rule 144 Creditor wishes to trade any of the Securities and Exchange Commission it is not the obligation of the Debtor or its solicitors to keep the Creditor informed in this regard; d. it is aware that, in accordance with any requirements under the Act, the Debtor will cause any prescribed hold period legends to be affixed on any Securities from the later of the date of this Agreement and the date of the advance of the Principal Sum hereunder to be affixed to the certificates representing the Securities to be issued pursuant to this Agreement; e. the Securities were not advertised for sale; f. the Creditor is either: i. a person exempted under section 74(2)(1) of the Act, ii. designated by the Executive Director under the Act (the “SEC”)" Executive Director ") as an exempt purchaser under section 74(2)(3) of the Act, iii. purchasing as a principal where the Placement Proceeds exceed $97,000 under section 74(2)(4) of the Act, as presently in effect, and understand iv. a person exempted under section 74(2)(9) of the resale limitations imposed thereby and by Act who was not induced to purchase the Securities Actby expectation of employment or continued employment, including the Rule 144 condition that current information about the Purchaser be available to the public. Such information is not now available, and the Purchaser has no present plans to make such information available. (c) NeoGen and each of the Members is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect. (d) NeoGen and each of the Members is a sophisticated investor familiar with the type of risks inherent in the acquisition of restricted securities such as the HTG Shares and its or his financial position is such that it or he can afford to retain the HTG Shares for an indefinite period of time without realizing any direct or indirect cash return on its or his investment. (e) NeoGen is acquiring the HTG Shares for its account and not with a view to, or for sale in connection with, the distribution thereof within the meaning of the Securities Act.or