Common use of Restricted Securities Clause in Contracts

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that this Warrant and the Securities Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the each Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that this Warrant and the Securities Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder each Lender represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that this Warrant and the Securities Shares issuable upon exercise of this Warrant are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder Each Lender understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Securities Act only in certain limited circumstances. In this connection, the Holder Each Lender represents that it is familiar with Rule 144144 promulgated under the Securities Act, as presently in effect, as promulgated by the SEC under the Act effect (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Holder Lender understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Act only in certain limited circumstances. In this connection, the Holder The Lender represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “"restricted securities” " under the federal securities laws inasmuch in as much as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended ("the Securities Act, ") only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144144 promulgated under the Securities Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144144 promulgated under the Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder Each Lender understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Act only in certain limited circumstances. In this connection, the Holder Each Lender represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that this Warrant and the Securities Shares issuable upon exercise of this Warrant are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.[SIGNATURE PAGE FOLLOWS]

Restricted Securities. The Holder Lender understands that the Securities are characterized as “restricted securities” and “control securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities a Securities may be resold without registration under the Securities Act of 1933, as amended (the “Act”), only in certain limited circumstances. In this connection, the Holder The Lender represents that it he is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder Each Lender understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Securities Act only in certain limited circumstances. In this connection, the Holder Each Lender represents that it is familiar with Rule 144144 promulgated under the Securities Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Registered Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws Securities Act and Rule 144 promulgated thereunder inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Act only in certain limited circumstances. In this connection, the The Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Holder understands that the Securities it is purchasing are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the such Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company 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 Act, 1933 Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities it is and shall be purchasing are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144144 promulgated under the Act, as presently now in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities that Holder is acquiring are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it Holder is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Holder understands that the Securities are characterized as “"restricted securities” " under the U.S. federal securities laws inasmuch as they are being acquired from the Company 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 Act, Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it he is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Holder understands that the Securities it is being issued are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the such Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder H▇▇▇▇▇ represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that this Warrant, the Securities Shares and the Conversion Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder Lender understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Act only in certain limited circumstances. In this connection, the Holder Each Lender represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder It understands that the Securities --------------------- are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connectionrespect, the Holder it represents that it is familiar with Rule 144144 promulgated under the Securities Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and otherwise by the Securities Act.

Restricted Securities. The Such Holder understands that the Securities it is purchasing are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the such Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder ▇▇▇▇▇ understands that the Securities Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company 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 Act, 1933 Act only in certain limited circumstances. In this connection, the Holder ▇▇▇▇▇ represents that it is familiar with Rule 144, 144 as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended ("the Securities Act, ") only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144144 promulgated under the Securities Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a any public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connection, the Holder represents that it Holder is familiar with Rule 144, as presently in effect, as promulgated by the SEC 144 under the Securities Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Act only in certain limited circumstances. In this connection, the The Holder represents that it is familiar with Rule 144144 promulgated under the Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144144 promulgated under the Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder It understands that the Securities Shares ---------------------- are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company Seller in a transaction not involving a public offering and that under such laws and applicable regulations such securities Shares may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connectionrespect, the Holder it represents that it is familiar with Rule 144144 promulgated under the Securities Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and otherwise by the Securities Act.

Restricted Securities. The Warrant Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Warrant Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Holder understands that the --------------------- Securities it is purchasing are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the such Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that this Warrant and the Securities Shares are characterized as “restricted securities” under the federal and state securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that this Warrant and the Securities Shares issuable upon exercise of this Warrant are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstancescircumstances and absent such a circumstance Holder may be required to hold this Warrant and the Shares to be issued upon any exercise hereof indefinitely. In this connection, Holder is aware of the Holder represents that it is familiar with provisions of Rule 144, as presently in effect, as 144 promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder Lender understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Act only in certain limited circumstances. In this connection, the Holder Lender represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as this Note is not a “restricted securitiessecurity” under the federal securities laws inasmuch as they are it is being acquired from the Company Issuers in a transaction not involving a public offering and that under such laws law and applicable regulations such securities may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connection, the The Holder represents that is it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Holder Each Lender understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Act only in certain limited circumstances. In this connection, the Holder each Lender represents that it is familiar with Rule 144144 under the Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder Noteholder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 this connection, the Holder Such Noteholder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Holder understands that the Securities it is receiving are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Act, Securities Act of 1933 only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144, as presently now in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder Securityholder understands that the Securities Shares are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Securities Act only in certain limited circumstances. In this connection, the Holder Securityholder represents that it is familiar with Commission Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Holder Noteholder understands that the Securities Shares and Warrant are characterized as “restricted securities” under the federal securities laws Securities Act inasmuch as they are being acquired from the Company DPC in a transaction not involving a public offering and that that, under such laws the Securities Act and applicable the rules and regulations promulgated thereunder, such securities may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connection, the Holder represents that it Noteholder is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), 144 and understands the resale limitations imposed thereby and by the ActSecurities Act and applicable state securities laws.

Restricted Securities. The Holder Securityholder understands that the Securities --------------------- Purchase Shares he is receiving are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, Act only in certain limited circumstances. In this connection, the Holder represents that it Securityholder is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Holder understands that the Securities it is purchasing are characterized as “restricted securities” securities under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the such Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the “Act”), only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144144 promulgated under the Act, as presently now in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws Act inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Holder understands that the Securities it is purchasing are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the such Holder represents that it It is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities Warrant and the Shares are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144144 promulgated under the Act, as presently now in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities Shares may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities Warrant and the Stock issuable upon exercise of such Warrant are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and have not been registered under the Securities Act nor qualified under applicable state securities laws and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act, only except in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Holder understands that the Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the “Securities Act”), only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Holder understands that the --------------------- Securities it is purchasing are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the such Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as since they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder ▇▇▇▇▇▇ represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold reso ld without registration under the Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder Warrantholder understands that the Securities are characterized as “restricted securities” under the federal securities laws Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations the Act such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder Warrantholder represents that it is familiar with Rule 144, as presently in effect, as 144 promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder Warrantholder understands that the Securities are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the Holder Warrantholder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder Such Stockholder understands that the Securities Warrant and the Buyer Shares he is receiving are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and an that under such laws and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder represents that it Stockholder is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder ▇▇▇▇▇▇ represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that this Note and each of the Securities are characterized as “"restricted securities” " under the federal securities laws Securities Act inasmuch as they are being acquired from the Company Borrower in a transaction not involving a public offering and that under such laws the Securities Act and applicable regulations thereunder such securities may not be resold without registration under the Act, only in certain limited circumstancesSecurities Act or an exemption from such registration. In this connection, the The Holder represents that it is familiar with Rule 144144 of the SEC, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.as

Restricted Securities. The Holder understands that any of the Securities that it is purchasing or otherwise taking delivery of are or will be characterized as “restricted securities” under the federal securities laws Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws the Act and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the The Holder represents that it is familiar with Rule 144144 promulgated under the Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch in as much as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities it is and shall be purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144144 promulgated under the Act, as presently now in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the --------------------- Securities are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144144 promulgated under the Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are Shares will be characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering private placement under Section 4(a)(2) of the Securities Act and that under such laws and applicable regulations such securities Shares may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it he is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“"Rule 144”"), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder It understands that the Securities are --------------------- characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connectionrespect, the Holder it represents that it is familiar with Rule 144144 promulgated under the Securities Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and otherwise by the Securities Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), ) and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the “Act”), only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities it is and shall be purchasing are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144144 promulgated under the Act, as presently now in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Such Holder understands that the --------------------- Securities it is being issued are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the such Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities the Holder is and will be purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it the Holder is familiar with Rule 144144 promulgated under the Act, as presently now in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Underlying Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering 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 this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under Under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Group Holdings 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 Act, 1933 Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company 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 Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 of 1933, as amended (the “Act, ”) only in certain limited circumstances, and may only be resold in accordance with all applicable securities laws of any state or any other applicable jurisdiction. In this connection, the Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the ActAct and by all applicable state securities laws.

Restricted Securities. The Holder understands that the Securities --------------------- are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar familiar, with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Securities Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Holder understands that the Securities are may be characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company Discas in a transaction transactions not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), effect and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that this Warrant and the Securities Shares issuable upon exercise of this Warrant are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands and acknowledges that this Warrant and the Securities Shares to be issued upon exercise hereof are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that that, under such laws and applicable regulations regulations, such securities may be resold without registration under the Act, Securities Act only in certain limited circumstances. In this connectionaddition, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Holder understands that the Securities are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities Securities may be resold without registration under the Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws and applicable regulations regulations, such securities may be resold without registration under the Act, Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144144 promulgated under the Act, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Restricted Securities. The Holder understands that the Securities this --------------------- Warrant and underlying Common Stock it is purchasing are characterized as “"restricted securities” " under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that without registration under such laws and applicable regulations such securities may and cannot be resold without registration under the Act, only except in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144, as presently currently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and on these securities by the Act.

Restricted Securities. The Such Holder understands that the Securities it is purchasing are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the such Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.. FORM OF

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 this connection, the each Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC Commission under the Securities Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Such Holder understands that the Securities it is being issued are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company 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 Act, only in certain limited circumstances. In this connection, the such Holder represents that it is familiar with SEC Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.