Common use of No Registration Clause in Contracts

No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities Shares and the Conversion Shares, have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Such Investor understands that the Securities Securities, have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands and expressly acknowledges that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of in reliance on a specific exemption from the registration provisions of the Securities Act’s registration provisions, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein in this Agreement or otherwise made pursuant heretoto this Agreement.

No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Such Investor understands that the Securities Shares and the Conversion Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “"Securities Act”"), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s 's representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities Investor Shares have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities Investor Shares have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Such Investor understands that the Securities Shares and the Conversion Shares, have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”)that, by reason of a specific exemption from the registration provisions of the Securities Act of 1933 (the “Securities Act”), the whose availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto, the Securities have not been, and will not be, registered under the Securities Act.

No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “"Securities Act”'), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s 's representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), ) and are being issued by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities Warrant and the Shares subject to the Warrant have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), ) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (1933 of the “Securities Act”), United States of America or the applicable securities law of any other jurisdiction by reason of a specific exemption from the registration provisions of the Securities Actprovisions, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Such Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities Shares have not been, and will not be, registered under the Securities Act of 1933, as amended 1933 (the “Securities Act”), ) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933193 3, as amended (the “"Securities Act”'), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s 's representations as expressed herein or here in o r otherwise made pursuant heretohereto .

No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”)that, by reason of a specific exemption from the registration provisions of the Securities Act of 1933 (the “Securities Act”), the whose availability of which depends upon, among other things, the bona fide nature F835*92>n7ature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto, the Securities have not been, and will not be, registered under the Securities Act.

No Registration. The Investor understands that the Securities have not been, and will not be, except as provided in the Investor Rights Agreement, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor It understands that the Securities Investor Shares have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s its representations as expressed herein or otherwise made pursuant heretoherein.

No Registration. The Each Investor understands that the Securities have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Each Investor understands that the Securities have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s 's representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s 's representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), ) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Such Investor understands that the Securities have not been, and nor will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state law by reason of a specific exemption from the registration provisions of the Securities ActAct and applicable state law, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.

No Registration. The Investor understands that the Securities sale and issuance of the Units have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.