The Purchaser understands that the Shares are restricted securities and may not be offered or sold, unless registered under the Securities Act or an exemption from registration is available.

The offer and sale of the Shares is intended to be exempt from registration under the Securities Act, by virtue of [Section 3(a)(9)] and/or 4(2) thereof. The Holders understand that the Securities purchased hereunder are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act, and that none of the Shares can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or the Company receives an opinion of counsel reasonably acceptable to the Company that an exemption from registration under the Securities Act is available (and then the Shares may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws).

Restricted Securities. The Purchaser understands that the Shares being purchased are characterized as “restricted securities” under the U.S. securities laws and that the Shares may be resold without registration only in certain limited circumstances, and that the Shares when issued to the Purchaser will bear the restricted legend restricting transfer. The Purchaser is experienced in purchasing securities that are not readily transferable.

HOLDER understands that the Shares are “restricted securities” under the federal and state securities laws and they may not be sold or transferred in the absence of an effective Registration Statement under the Securities Exchange Act of 1933 or without an opinion of counsel satisfactory to the Company that such Registration is not required.

The Shares are subject to restrictions on transferability and resale under applicable law and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom.

The Purchaser understands that the Sale Shares of the Company have not been and are not being registered under the Securities Act of 1933 or any state securities laws, and may not be