Common use of Investment Purpose Clause in Contracts

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely Securities for its own account for investment purposes only and not with a view totowards, or for offer or sale resale in connection with, any the public sale or distribution thereof. Buyer acknowledges that the Shares are not , except pursuant to sales registered or exempted under the Securities Act of 1933Act; provided, as amendedhowever, or any state securities lawsthat by making the representations herein, and that Buyer reserves the Shares may not be transferred or sold except pursuant right to the registration provisions dispose of the Securities Act of 1933, as amended at any time in accordance with or pursuant to an applicable effective registration statement covering such Securities or an available exemption therefrom and subject to state securities laws and regulations, as applicableunder the Securities Act.

Investment Purpose. Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, to or for offer or sale in connection with, with any distribution thereof. Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities lawsLaws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulationsLaws, as applicable.

Investment Purpose. The Buyer is acquiring the Shares solely Shares, for its own account for investment purposes only and not with a view totowards, or for offer or sale resale in connection with, any the public sale or distribution thereof. Buyer acknowledges that the Shares are not , except pursuant to sales registered or exempted under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicableAct.

Investment Purpose. Such Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view totoward, or for offer or sale resale in connection with, any the sale or distribution thereof. ; provided, however, that by making the representations herein, such Buyer acknowledges that does not agree to hold the Shares are not registered under the Securities Act of 1933, as amended, for any minimum or any state securities lawsother specific term, and that reserves the right to dispose of the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended at any time in accordance with or pursuant to a registration statement or an applicable exemption therefrom and subject to state securities laws and regulations, as applicableunder the 1933 Act.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its his own account account, for investment purposes only and not with a view to, to the resale or for offer or sale in connection with, distribution of any distribution part thereof. The Buyer acknowledges understands that the Shares are restricted securities and can not registered under be offered for sale, sold, transferred or otherwise disposed of without an effective registration statement pursuant to the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicabletherefrom.

Investment Purpose. Buyer is acquiring buying the Shares solely for its own account for investment purposes only and not with a view to, or for offer or sale to resale in connection with, with any distribution thereofof any of the Shares except in compliance with the Act and all other applicable securities laws. Buyer acknowledges understands that the Shares are have not been registered under the Securities Act or under the securities laws of 1933, as amended, or any state securities laws, and that the Shares may not be transferred sold, transferred, offered for sale, pledged, hypothecated or sold otherwise disposed of in the absence of an effective registration under the Act except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable a valid exemption therefrom and subject to state securities laws and regulations, as applicablefrom such registration.

Investment Purpose. Buyer Investor is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer Investor acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. The Buyer is acquiring the Shares Membership Interest solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Buyer acknowledges that the Shares are Membership Interest is not registered under the Securities Act of 1933, as amendedAct, or registered under any state securities laws, and that the Shares Membership Interest may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933Act, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer Purchaser is acquiring the Shares solely for its own account for the purpose of investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer Purchaser acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities lawsAct, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicableBlue Sky Laws.

Investment Purpose. Buyer is acquiring the Shares solely for its own account account, for the purpose of investment purposes only, and not with a view toto the resale or distribution of all or any part of the Shares; provided, or for offer or sale in connection withhowever, any distribution thereof. Buyer acknowledges that the foregoing representation shall in no way limit Buyer’s right to dispose of all or any portion of the Shares are not in one or more transactions registered under or exempt from the registration requirements of the Securities Act of 1933, as amended, or at any state securities laws, time and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicablein Buyer’s sole discretion.

Investment Purpose. Buyer is acquiring the Shares Purchased Interest solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares membership interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Purchased Interest may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Interest solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are Interest is not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Interest may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Securities solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Securities are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.. Section 5.04

Investment Purpose. Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amendedAct, or any state securities lawsLaws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws Laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer Purchaser is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer Purchaser acknowledges that the Shares are not registered under the Securities Act of 1933, as amendedAct, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Equity solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are Equity is not registered under the Securities Act of 1933, as amendedamended (the “Securities Act”), or any state securities laws, and that the Shares Equity may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.. Section 4.04

Investment Purpose. Buyer is acquiring the Shares Equity Interests solely for its own account for investment purposes purposes, and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Equity Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Equity Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amendedAct, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer The Purchaser is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer the Purchaser acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Purchased Securities solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Purchased Securities are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Purchased Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes only and not with a view to, to (or for offer or sale for) resale in connection with, with any public sale or distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state or foreign securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state and foreign securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Securities solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Securities are not registered under the Securities Act of 1933, as amendedamended (the “Securities Act”), or any state securities laws, and that the Shares Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer Purchaser is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer Purchaser acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer The Investor is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer The Investor acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions terms of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicableShareholder Agreement.

Investment Purpose. Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amendedAct, or any state securities laws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Acquired Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Acquired Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Acquired Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. The Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. The Buyer is acquiring the Shares solely for its his own account account, for investment purposes only and not with a view to, to the resale or for offer or sale in connection with, distribution of any distribution part thereof. The Buyer acknowledges understands that the Shares are restricted securities and can not registered under be offered for sale, sold, transferred or otherwise disposed of without an effective registration statement pursuant to the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicabletherefrom.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for the purpose of investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws Laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its his own account account, for investment purposes only and not with a view to, to the resale or for offer or sale in connection with, distribution of any distribution part thereof. Each Buyer acknowledges understands that the Shares are restricted securities and can not registered under be offered for sale, sold, transferred or otherwise disposed of without an effective registration statement pursuant to the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicabletherefrom.

Investment Purpose. Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities lawsLaws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws Laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for the purpose of investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amendedAct, or any state securities laws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer The Investor is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer The Investor acknowledges that the Shares and Conversion Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares or the Conversion Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring will acquire the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges understands that the Shares are have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may cannot be transferred or sold except pursuant to the registration provisions of unless subsequently registered under the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicablefrom the registration requirements thereof.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. , Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring purchasing the Shares solely and the Warrants and will acquire the Warrant Shares for its own account for investment purposes only and not with a view totowards, or for offer or sale resale in connection with, any the distribution thereof except pursuant to sales registered under the 1933 Act or exempt from the registration requirements thereof. Buyer acknowledges that is not purchasing the Shares, the Warrants or the Warrant Shares are not registered under for the Securities Act purpose of 1933, as amended, covering short sale positions in the Common Stock established on or any state securities laws, and that the Shares may not be transferred or sold except pursuant prior to the registration provisions date of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicableInitial Closing.

Investment Purpose. Buyer The Purchaser is acquiring the Shares solely for its his own account and for investment purposes and not with a view toonly, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that within the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions meaning of the Securities Act of 1933, as amended or pursuant to an (the "Securities Act"), and applicable exemption therefrom and subject to state securities laws laws, with no intention of assigning any participation or interest therein and regulations, as applicable.with no view to the distribution or resale thereof. CORP\02437\0068\LCF04.03B 970409

Investment Purpose. Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any public distribution thereof. Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.,

Investment Purpose. Buyer Purchaser is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer Purchaser acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended 1933 or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer The Purchaser is acquiring the Shares solely for its own account account, for investment purposes investment, and not with a view to, or for offer or sale resale in connection with, a distribution of any distribution thereof. Buyer acknowledges that of the Shares are not registered under or any beneficial interest in the Shares within the meaning of the Securities Act of 1933, as amended, and the rules and regulations thereunder or distribution thereof in violation of any state applicable securities laws, and that . None of the Shares may not be offered for sale, sold or otherwise transferred unless they are registered or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an otherwise qualified under federal and any applicable exemption therefrom and subject to state securities laws and regulations, as applicableor unless an exemption from such registration or qualification is available.

Investment Purpose. Buyer is acquiring the Shares Securities solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Securities are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Equity Securities solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Equity Securities are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Equity Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Shares Act of 1933, as amended, or any state securities Shares laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Shares Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities Shares laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Purchased Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Purchased Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Purchased Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. The Buyer is acquiring the Company Shares solely to be acquired pursuant to this Agreement for investment for its own account for investment purposes and not with a view to, to the sale or for offer or sale in connection with, distribution of any distribution thereofpart thereof within the meaning of the Securities Act. The Buyer acknowledges understands that the Company Shares are have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may cannot be transferred or sold except pursuant to the registration provisions of resold unless subsequently registered under the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicablefrom such registration is available.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer Each Seller is acquiring the Buyer Shares solely for its his own account for investment purposes only and not with a view totowards, or for offer or sale resale in connection with, any the public sale or distribution thereof. Buyer acknowledges that the Shares are not , except pursuant to sales registered or exempted from registration under the Securities Act of 1933Act; provided, as amendedhowever, or any state securities lawsthat by making the representations herein, and that such Seller reserves the Shares may not be transferred or sold except pursuant right to the registration provisions dispose of the Securities Act of 1933, as amended Buyer Shares at any time in accordance with or pursuant to an applicable effective registration statement covering the Buyer Shares or an available exemption therefrom and subject to state securities laws and regulations, as applicableunder the Securities Act.

Investment Purpose. Buyer is acquiring the Shares Purchased Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Purchased Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Purchased Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares and Warrants solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares and Warrants are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares and Warrants may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely Interests for its own account account, for investment purposes only and not with a view to, to the resale or for offer or sale in connection with, distribution of any distribution part thereof. Buyer acknowledges understands that the Shares Interests are not registered under the Securities Act of 1933, as amended, or any state restricted securities laws, and that the Shares may can not be offered for sale, sold, transferred or sold except otherwise disposed of without an effective registration statement pursuant to the registration provisions of the Securities Act of 1933Act, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicabletherefrom.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the offer and sale of the Shares are is not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. The Buyer is Parties are acquiring the Shares solely for its their own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Buyer acknowledges Parties acknowledge that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes only and not with a view totowards, or for offer or sale resale in connection with, any the public sale or distribution thereof. Buyer acknowledges that the Shares are not , except pursuant to sales registered or exempted under the Securities Act Act; provided, however, that by making the representations herein, Buyer reserves the right to dispose of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of at any time in accordance with any available exemption under the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicableAct.

Investment Purpose. The Buyer is acquiring purchasing the Shares solely for its own account for the purpose of investment purposes and not with a view to, or for offer or sale resale in connection with, any the distribution thereofthereof in violation of applicable federal, state or provincial securities laws. The Buyer acknowledges that the sale of the Shares are hereunder has not been registered under the Securities 1933 Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred sold, transferred, offered for sale, pledged, hypothecated, or sold except pursuant to the otherwise disposed of without registration provisions of under the Securities Act of 1933Act, as amended or pursuant to an applicable exemption therefrom and from the 1933 Act or in a transaction not subject to state securities laws and regulations, as applicablethereto.

Investment Purpose. The Buyer is acquiring the Shares Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Buyer acknowledges that the Shares Interests are not registered under the Securities Act of 1933, as amended, or any state securities lawsLaws, and that the Shares Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulationsLaws, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the offer and sale of the Shares are have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Membership Interest solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are Membership Interest is not registered under the Securities Act of 1933, as amendedAct, or registered under any state securities laws, and that the Shares Membership Interest may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933Act, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. The Buyer is acquiring the Shares solely for its own account for the purpose of investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Equity Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Equity Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Equity Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer The Purchaser confirms that it is acquiring the Shares solely for investment for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, to distributing all or any state securities laws, and that part thereof in any transaction which would constitute a "distribution" within the Shares may not be transferred or sold except pursuant to the registration provisions meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Purchaser acknowledges and understands that the Shares have not been registered under the Securities Act and cannot be resold without registration under applicable federal and state securities laws or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicabletherefrom.

Investment Purpose. Buyer is acquiring the Company Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Company Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Company Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer Purchaser is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer Purchaser acknowledges that the Shares are not registered under the Securities Act of 1933Act, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933Act, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, to or for offer or sale in connection with, with any distribution thereof. Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities lawsLaws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulationsLaws, as applicable.. ​

Investment Purpose. Buyer The Purchaser understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and the Purchaser is acquiring the Shares solely hereunder for its own account for investment purposes and not with a view totowards, or for offer or sale resale in connection with, any the public sale or distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to sales registered under, or exempted from, the registration provisions requirements of the Securities Act Act. The Purchaser is acquiring the Shares hereunder in the ordinary course of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicableits business.

Investment Purpose. Buyer is acquiring the Seller Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Seller Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Seller Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Company Shares solely for its own account account, not as nominee or agent, for investment purposes and not with a view to, or for offer or sale resale in connection with, any distribution thereof. Buyer acknowledges that or public offering thereof within the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions meaning of the Securities Act of 1933. Buyer does not have any contract, as amended undertaking, agreement, or pursuant arrangement with any person to an applicable exemption therefrom and subject sell, transfer, or grant participation to state securities laws and regulationsany such person or to any third person, as applicablewith respect to the Company Shares.

Investment Purpose. Buyer Investor is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer Investor acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. The Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Each Buyer is acquiring the Shares solely for its own account for investment purposes only and not with a view totowards, or for offer or sale resale in connection with, any the public sale or distribution thereof. Buyer acknowledges that the Shares are not , except pursuant to sales registered or exempted under the Securities Act Act; provided, however, that by making the representations herein, each Buyer reserves the right to dispose of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended at any time in accordance with or pursuant to an applicable effective registration statement covering such Shares or an available exemption therefrom and subject to state securities laws and regulations, as applicableunder the Securities Act.

Investment Purpose. Such Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Such Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Company Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Company Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Company Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account account, for the purpose of investment purposes only, and not with a view toto the resale or distribution of all or any part of the Shares; provided, or for offer or sale in connection withhowever, any distribution thereof. Buyer acknowledges that the foregoing representation shall in no way limit Buyer's right to dispose of all or any portion of the Shares are not in one or more transactions registered under or exempt from the registration requirements of the Securities Act of 1933, as amended, or at any state securities laws, time and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicablein Buyer's sole discretion.

Investment Purpose. The Buyer is acquiring the Shares solely for its her own account account, for investment purposes only and not with a view to, to the resale or for offer or sale in connection with, distribution of any distribution part thereof. The Buyer acknowledges understands that the Shares are not registered under the Securities Act of 1933, as amended, or any state restricted securities laws, and that the Shares may can not be offered for sale, sold, transferred or sold except otherwise disposed of without an effective registration statement pursuant to the registration provisions of the Securities Act of 1933Act, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicabletherefrom.

Investment Purpose. Buyer is acquiring the Shares Purchased Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Purchased Interests are not registered under the Securities Act of 1933Act, as amended, or any state securities lawsSecurities Laws, and that the Shares Purchased Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933Act, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws Securities Laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Vantage Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Vantage Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Vantage Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities lawsLaws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws Laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring purchasing the Shares solely Stock for investment for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any the distribution thereof. Buyer acknowledges that the Shares are Stock is not registered under the United States Securities Act of 1933, as amended, any applicable state securities laws or any state applicable foreign securities laws, and that the Shares Stock may not be transferred or sold except pursuant to the registration provisions of the United States Securities Act of 1933, as amended amended, or applicable foreign securities laws or pursuant to an applicable exemption therefrom and subject pursuant to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares solely for its own account for the purpose of investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is Buyers are acquiring the Purchased Shares solely for its their own account accounts for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Each Buyer acknowledges that the Purchased Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Purchased Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Company Membership Interest solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Company Membership Interest are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Company Membership Interest may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933Act, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. The Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Each Buyer is acquiring the Shares solely for its own account for investment purposes only and not with a view totowards, or for offer or sale resale in connection with, any the public sale or distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to sales registered or exempted under the registration provisions Act; provided, however, that notwithstanding the representations herein, such Buyer reserves the right to dispose of the Securities Act of 1933, as amended shares at any time in accordance with or pursuant to an applicable effective registration statement covering such Shares or an available exemption therefrom and subject to state securities laws and regulations, as applicableunder the Act.

Investment Purpose. Buyer is acquiring the Shares Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933Act, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Purchased Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Purchased Interests are not registered under the Securities Act of 1933, as amendedamended (the “Securities Act”), or any state securities laws, and that the Shares Purchased Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer is acquiring the Shares Acquired Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares Acquired Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares Acquired Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Buyer The Purchaser is acquiring the Shares solely for its own account for the purpose of investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer The Purchaser acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities such Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Investment Purpose. Each Buyer is acquiring the Shares solely for its own account for investment purposes only and not with a view totowards, or for offer or sale resale in connection with, any the public sale or distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to sales registered or exempted under the registration provisions 1933 Act; provided, however, that by making the representations herein, such Buyer reserves the right to dispose of the Securities Act of 1933, as amended Shares at any time in accordance with or pursuant to an applicable effective registration statement covering such Shares or an available exemption therefrom and subject to state securities laws and regulations, as applicableunder the 1933 Act.