Common use of Private Securities Clause in Contracts

Private Securities. The Securities are being offered in an offering exempt from registration under the Securities Act by an issuer that is not a “reporting company” subject to the reporting requirements of the 55 Securities Exchange Act. Investing in private securities is not suitable for all investors. An investment in private securities can be highly speculative and involve a high degree of risk. Investor acknowledges the following risks related to private securities: (a) No governmental agency has reviewed the offerings of private securities and no state or federal agency has passed upon either the adequacy of the disclosure for such securities or the fairness of the terms of any offering of private securities. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the investors to be made to the issuer in connection with the offering. In the event that any such representation proves to be untrue, the registration exemptions relied upon by the Issuer in selling the securities might not be available and substantial liability to the Issuer would result under applicable securities laws for rescission or damages. (b) The offering price of private securities may bear no relationship to an issuer’s assets, book value, historical results of operations or any other established criterion of value. The offering price should not be considered as an indication of any Issuer’s actual value or the value of the Security. (c) There may not be any public or private market for private securities, and there can be no assurance that any such market would develop in the foreseeable future. There is, therefore, no assurance that private securities can be resold near the offering price or at all. Investor is prepared to hold the Security acquired in the Offering indefinitely and Investor does not expect to be able to liquidate any or all of the Securities, even in case of an emergency. In addition, any proposed transfer must comply with restrictions on transfer imposed by the Issuer and by federal and state securities laws. The Issuer may permit the transfer of such securities out of an Investor’s name only when his or her request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the issuer that neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state securities or "blue sky" laws. (d) THERE CAN BE NO ASSURANCE THAT THE ISSUER WILL EVER FILE A REGISTRATION STATEMENT TO REGISTER THE SECURITIES, THAT THE REGISTRATION STATEMENT WILL BECOME EFFECTIVE, OR THAT ONCE EFFECTIVE, SUCH EFFECTIVENESS WILL BE MAINTAINED.