Common use of Understandings of the Purchaser Clause in Contracts

Understandings of the Purchaser. The Purchaser acknowledges, understands and agrees that: (a) The Company reserves the right to reject all or any part of this subscription in its sole discretion. (b) The Purchaser will be promptly notified by the Company whether this subscription has been accepted, either in whole or in part, and if not accepted in whole, agrees to accept the return of a proportionate part of the funds tendered to the Company as a refund or a return, and in either case without interest or deduction. (c) The Note will bear a legend restricting transfer as described in the Agreement. (d) Neither the Note Stock nor the shares of the Company's Common Stock into which the Note may be converted have been registered under the Securities Act of 1933, as amended, or any applicable state law (collectively, the "Securities Acts"); further, such securities may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Acts; further, the legal consequences of the foregoing mean that the Purchaser must bear the economic risk of the investment in the Note for an indefinite period of time; further, if the Purchaser desires to sell or transfer all or any part of the Note or the Common Stock issuable upon conversion thereof, the Company may require the Purchaser's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Acts; further, other restrictions discussed elsewhere herein and in the Agreement and Note may be applicable; and further, the Purchaser is subject to the restriction on transfer described herein and in the Agreement and the Company will issue stop transfer orders with the Company's transfer agent to enforce such restrictions. (e) No federal or state agency has made any findings or determination as to the fairness of an investment in the Company or made any recommendation or endorsement of this investment.

Understandings of the Purchaser. The Purchaser acknowledges, acknowledges understands ------------------------------- and agrees that: (a) The Company reserves certificates representing the right to reject all or any part of this subscription in its sole discretion. (b) The Purchaser will be promptly notified by the Company whether this subscription has been accepted, either in whole or in part, and if not accepted in whole, agrees to accept the return of a proportionate part of the funds tendered to the Company as a refund or a return, and in either case without interest or deduction. (c) The Note Shares will bear a legend restricting its transfer for a period of time as described in the Agreement. (d) Neither the Note Stock nor the shares of the Company's Common Stock into which the Note may be converted have been registered provided under Regulation S promulgated under the Securities Act of 1933, as amendedamended (the "Act"); further, the Shares are subject to the restrictions on transfer pursuant to the aforementioned legend and as provided in Regulation S; and further, the Shares or a portion thereof, if this subscription is accepted in whole or in part, will be issued in the name set forth under the signature line below. (b) The Shares have not been registered under the Act or any applicable state law (collectively, the "Securities Acts"); further, such securities . The Shares may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Acts; further. The Company has no obligation, and does not intend, to cause any of the Shares to be registered under the Securities Acts or to comply with any exemption under the Securities Acts which would permit a sale or sales of the Share. The legal consequences of the foregoing mean are that the Purchaser must will be required to bear the economic risk of the his investment in the Note Shares for an indefinite the aforesaid period of time; further, if . If the Purchaser desires to sell or transfer all or any part of the Note or the Common Stock issuable upon conversion thereofShares, the Company may require the Purchaser's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Acts; further, other . Other restrictions discussed elsewhere herein and in the Agreement and Note may be applicable; and further, the . The Purchaser is subject to the restriction restrictions on transfer described herein and in the Agreement and the Company will issue stop transfer orders with the Company's to its transfer agent in order to enforce such restrictions. (ec) No federal or state (U.S. A.) agency has made any findings or determination as to the fairness of an investment in the Company Company, or made any recommendation or endorsement of this investment. (d) Only a limited market exists for the resale of the Shares and no market may exist in the future for any sale or sales.

Understandings of the Purchaser. The Purchaser acknowledges, understands and agrees that: (a) The Company reserves the right to reject all or any part of this or any other subscription in its sole discretion. (b) The Upon termination of this offering, the Purchaser will be promptly notified by the Company whether this subscription has been accepted, accepted either in whole or in part, and if not accepted in whole, agrees to accept the return of a proportionate part of the funds tendered to the Company therewith as a refund or a return, and in either case without interest or deductioninterest. (c) The Note Stock shall not be deemed issued to, or owned by, the Purchaser until the Company shall issue in the name of the Purchaser a stock certificate evidencing ownership of such shares; further, the Company may withhold delivery of the Purchaser's stock certificate if it is reasonably likely, in the judgment of the Company's management, that the shares may be required to be escrowed by any federal or state regulatory agency. (d) The certificate evidencing the Stock will bear a legend restricting its transfer as for a period of forty (40) days; further, the Stock is subject to the restrictions on transfer described in the Agreementforegoing sentence; and further, the Stock, if this subscription is accepted, either in whole or in part, will be issued in that name set forth under the signature line below. (de) Neither the Note The Stock nor the shares of the Company's Common Stock into which the Note may be converted have has not been registered under the Securities Act of 1933, as amended, or any applicable state law (collectively, collectively the "Securities ActsAct"); further, such securities the Stock may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities ActsAct; further, the Company has no obligation, and does not intend, to cause any of the Stock sold in this offering to be registered under the Securities Act, or to comply with any exemption under the Securities Act that would permit a sale or sales of the Stock; further, the legal consequences of the foregoing mean that the Purchaser must bear the economic risk of the investment in the Note Stock for an indefinite period of time; further, if the Purchaser desires to sell or transfer all or any part of the Note or the Common Stock issuable upon conversion thereofStock, the Company may require the Purchaser's counsel to provide a legal opinion that the transfer may be made without registration under the Securities ActsAct (the cost of such opinion to be that of the Purchaser); further, other restrictions discussed elsewhere herein and in the Agreement and Note may be applicable; and further, the Purchaser is subject to the restriction on transfer described herein and in the Agreement and the Company will issue stop transfer orders with the Company's transfer agent agents to enforce such restrictions. (ef) No federal or state agency has made any findings or determination as to the fairness of an investment in the Company Company, or made or given any recommendation or endorsement of this investment. (g) There is presently only a limited market for the resale of the Stock and no market may exist in the future for any sale or sales. (h) The Company will probably need additional financing in the near future, the availability of which is not secured; further, the Stock is a speculative investment that involves a substantial risk which may result in the loss of this entire investment.