Common use of Shares Not Registered Clause in Contracts

Shares Not Registered. The Purchaser understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Purchaser understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s 's representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Purchaser understands and acknowledges that the offering of the Shares shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from the registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or of blue sky laws, and that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s 's representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. The Company intends to file an S-l Registration and will include the Purchaser's shares in said filing.

Shares Not Registered. The Purchaser understands and acknowledges that the offering of the Shares shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from the registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or of blue sky laws, and that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s 's representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the unlessthe Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. The Company intends to file an S-1 Registration and will include the Purchaser shares in said filing.

Shares Not Registered. The Purchaser understands and acknowledges that the offering of the Shares Notes and the Warrants (or the other Securities) pursuant to this Agreement will not be registered under the Securities Act or qualified under applicable state law on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration qualification pursuant to applicable state securities or blue sky lawslaw, and that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s 's representations set forth in this Agreement. The Purchaser acknowledges and understands that resale of the Shares must Securities may be held restricted indefinitely unless the Shares they are subsequently registered under the Securities Act and qualified under the applicable state securities law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Purchaser understands and acknowledges that the offering of the Shares shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from the registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or of blue sky laws, and that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s 's representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. The Company intends to file an S-1 Registration and will include the Purchaser's shares in said filing.

Shares Not Registered. The Purchaser understands and acknowledges that the offering of the Shares shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from the registration under the Securities Act pursuant to Section contemplated by this 4(2) thereof and exempt from registration pursuant to applicable state securities or of blue sky laws, and that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s 's representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act SecuritiesAct and qualified under state law or unless an exemption from such registration and such qualification is available. The Company intends to file a S-2 Registration and will include the purchasers shares in said filing.

Shares Not Registered. The Purchaser understands and acknowledges that the offering offer and of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering offer and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Purchaser understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s Seller's reliance upon such exemptions is predicated upon such Purchaser’s 's representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Such Purchaser understands and --------------------- acknowledges that the offering of the Preferred Shares pursuant to this Agreement will not be registered under the Securities Act or qualified under the Law on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act and exempt from qualification pursuant to Section 4(225102(f) thereof and exempt from registration pursuant to applicable state securities or blue sky lawsof the Law, and that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s 's representations set forth in this Agreement. The Such Purchaser acknowledges and understands that the Shares Securities must be held indefinitely unless the Shares Securities are subsequently registered under the Securities Act and qualified under state law the Law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Such Purchaser understands and --------------------- acknowledges that the offering of the Preferred Shares pursuant to this Agreement will not be registered under the Securities Act or qualified under the Law on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act and exempt from qualification pursuant to Section 4(225102(f) thereof and exempt from registration pursuant to applicable state securities or blue sky lawsof the Law, and land that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s 's representations set forth in this Agreement. The Such Purchaser acknowledges and understands that the Shares Securities must be held indefinitely unless the Shares Securities are subsequently registered under the Securities Act and qualified under state law the Law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Purchaser Investor understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s Investor's representations set forth in this Agreement. The Purchaser Investor acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Purchaser Employee understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s Employee's representations set forth in this Agreement. The Purchaser Employee acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Purchaser understands and acknowledges --------------------- that the offering issuance and sale of the Shares pursuant to this Agreement will hereunder has not be been registered under the Securities Act on the grounds that the offering and sale of or qualified under any state securities contemplated by this Agreement are exempt laws in reliance upon one or more exemptions from registration or qualification under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable such state securities or blue sky laws, and that the Company’s 's reliance upon such exemptions exemption is predicated upon such the Purchaser’s 's representations set forth in this Agreement. The Purchaser understands and acknowledges and understands that resale of the Shares must may be held restricted indefinitely unless the Shares they are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Purchaser understands and acknowledges that the offering of the Preferred Shares pursuant to this Agreement will not be registered under the Securities Act or qualified under the Law on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to Section 25102(f) of the Law, and other applicable state securities or blue sky laws, and that the Company’s 's reliance upon such exemptions is predicated upon such Purchaser’s 's representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares Securities must be held indefinitely unless the Shares Securities are subsequently registered under the Securities Act and qualified under state law the Law or unless an exemption from such registration and such qualification is available.

Shares Not Registered. The Each Purchaser understands and acknowledges that the offering of the Shares pursuant to this Agreement Securities will not be registered under the Securities Act or under any state securities laws on the grounds that the offering and sale of securities the Securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable under any state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated predicated, in part, upon such each Purchaser’s representations set forth in this Agreement. The Each Purchaser acknowledges and understands that resale of the Shares must Securities may be held restricted indefinitely unless the Shares Securities are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.