Common use of No Registration Clause in Contracts

No Registration. Investor understands that the Shares are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering the Shares solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the applicable state securities laws in which the Shares are sold, or unless exemptions from such registration requirements are otherwise available.

No Registration. Investor understands that the Shares are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor’s 's representations and warranties, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering the Shares solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the applicable state securities laws in which the Shares are sold, or unless exemptions from such registration requirements are otherwise available.

No Registration. The Investor understands that the Shares Units are not being registered for resale under the Securities Act on the ground that the issuance is exempt Act, and are being issued under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption Regulation A is predicated in part on the truth and accuracy of the Investor’s representations and warranties, and those of the other purchasers of the SharesUnits, in the offering. The Investor further understands that, at present, the Company is offering the Shares Units solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares Units may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares Units under the securities laws of those states in which the Company intends to offer the SharesUnits. In the event that Shares If Units are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares Units as to those states in which the Company is permitted to offer and sell the SharesUnits. In the event that If the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares Units will no longer be required to be registered under state securities laws on the basis that the issuance thereof is of those Units will be exempt as an offer and sale not involving a registrable public offering in such state, as the Shares Units will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares Units unless such Shares Units have been registered under the applicable state securities laws in which the Shares Units are sold, or unless exemptions from such registration requirements are otherwise available.

No Registration. Investor understands that the Shares are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor’s 's representations and warranties, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering the Shares solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“"FINRA”"). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may not be “"covered securities” " under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “"covered securities” " under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the applicable state securities laws in which the Shares are sold, or unless exemptions from such registration requirements are otherwise available.

No Registration. Investor understands Seller is aware that the Shares are offer or sale of the Stock Consideration has not being been registered under the Securities Act on the ground Act, or under any state securities law. Seller understands that the issuance is exempt Stock Consideration will be characterized as “restricted securities” under Regulation A US federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Seller agrees that he, she or it will not sell all or any portion of Section 3(b) of the Stock Consideration, except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act, . Seller understands that each certificate for the shares of Buyer Common Stock issued to Seller or to any subsequent transferee shall be stamped or otherwise imprinted with the legends set forth below summarizing the restrictions set forth below and that reliance on Buyer shall refuse to transfer the Buyer Common Stock except in accordance with such exemption is predicated in part on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering the Shares solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “FINRASECURITIES ACT”). AccordinglyTHE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, until such FINRA registered broker/dealer has been engaged as a placement or selling agentTRANSFERRED, the Shares may not be “covered securities” under the National Securities Market Improvement Act of 1996ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the applicable state securities laws in which the Shares are sold, or unless exemptions from such registration requirements are otherwise availableOR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

No Registration. The Investor understands that the Shares Units are not being registered for resale under the Securities Act on the ground that the issuance is exempt Act, and are being issued under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption Regulation A is predicated in part on the truth and accuracy of the Investor’s representations and warranties, and those of the other purchasers of the SharesUnits, in the offeringOffering. The Investor further understands that, at present, the Company is offering the Shares Units solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares Units may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares Units under the securities laws of those states in which the Company intends to offer the SharesUnits. In the event that Shares If Units are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares Units as to those states in which the Company is permitted to offer and sell the SharesUnits. In the event that If the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares Units will no longer be required to be registered under state securities laws on the basis that the issuance thereof is of those Units will be exempt as an offer and sale not involving a registrable public offering in such state, as the Shares Units will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares Units unless such Shares Units have been registered under the applicable state securities laws in which the Shares Units are sold, or unless exemptions from such registration requirements are otherwise available.

No Registration. Investor understands that the Shares Units are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the SharesUnits, in the offering. Investor further understands that, at present, the Company is offering the Shares Units solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares Units may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares Units under the securities laws of those states in which the Company intends to offer the SharesUnits. In the event that Shares Units are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares Units as to those states in which the Company is permitted to offer and sell the SharesUnits. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares Units will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares Units will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares Units unless such Shares Units have been registered under the applicable state securities laws in which the Shares Units are sold, or unless exemptions from such registration requirements are otherwise available.

No Registration. Investor understands You represent and warrant that the Restricted Shares issued pursuant to this Agreement are being acquired for your own account for investment only and not being registered under with a view to, or for sale in connection with, any distribution of such Restricted Shares in violation of the Securities Act on of 1933, as amended (the ground “Securities Act”) or any applicable state securities laws or any rules or regulations promulgated thereunder (“Applicable Securities Laws”). You further acknowledge, represent and warrant that the issuance is exempt Restricted Shares have not been registered under Regulation A Applicable Securities Laws, and as a result, you will not be able to transfer or sell shares even after the restrictions lapse unless exemptions from registration under Applicable Securities Laws are available. Such exemptions from registration are limited and might be unavailable. You agree that any resale by you of Section 3(b) Shares shall comply in all respects with the requirements of all Applicable Securities Laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law, rule or regulation applicable thereto, as such laws, rules and regulations may be amended from time to time. The Company shall not be obligated to either issue Restricted Shares or permit the resale of any shares following vesting, if such issuance or resale would violate any such requirements. You acknowledge that reliance on such exemption is predicated in part on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering under no obligation to register the Restricted Shares solely by members of its management. However, the Company reserves the right on your behalf or to engage the services of a broker/dealer who is registered assist you in complying with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may not be “covered securities” any exemption from registration under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the applicable state securities laws in which the Shares are sold, or unless exemptions from such registration requirements are otherwise availablelaws.

No Registration. Investor understands that the Shares Tokens are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor’s 's representations and warranties, and those of the other purchasers of the SharesTokens, in the offering. Investor further understands that, at present, the Company is offering the Shares Tokens solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares Tokens may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares Tokens under the securities laws of those states in which the Company intends to offer the SharesTokens. In the event that Shares Tokens are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares Tokens as to those states in which the Company is permitted to offer and sell the SharesTokens. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares Tokens will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares Tokens will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares Tokens unless such Shares Tokens have been registered under the applicable state securities laws in which the Shares Tokens are sold, or unless exemptions from such registration requirements are otherwise available.

No Registration. Investor Subscriber understands that the Shares Profits Units are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor’s Subscriber's representations and warranties, warranties in this Agreement and in the Investor Questionnaire and those of the other purchasers investors in the Offering. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the Sharesterms of this issuance of the Profits Units for investment nor any recommendation or endorsement of the Profits Units, in Company, or the offeringOffering. Investor further understands that, at presentFurthermore, the Company foregoing authorities have not confirmed the accuracy or determined the adequacy of this Agreement. Any representation to the contrary is offering the Shares solely by members of its managementa criminal offense. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor Subscriber covenants not to sell, transfer transfer, or otherwise dispose of any Shares Profits Units unless and until Company has notified Subscriber that such Shares Profits Units have been registered under the applicable state securities laws in which the Shares Profits Units are sold, or unless exemptions from such registration requirements are otherwise available. (e) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Profits Units and that there is no guarantee that a market for their resale will ever exist. Company has no obligation to list any of the Profits Units on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with respect to facilitating trading or resale of the Profits Units. Subscriber must bear the economic risk of this investment indefinitely and Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the Profits Units.

No Registration. Investor understands that the Shares are The Securities have not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering the Shares solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the Act and may not be resold in the United States unless registered or an exemption from registration is available. Company is required to refuse to register any transfer of the Securities not made pursuant to registration under the Act or an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable state securities laws and regulations, the certificates representing any of the Securities will bear a legend in which substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. Share certificates will be issued without such legend or at Investor’s option issued via electronic delivery at the applicable balance account at DTC, if either (i) the Shares are soldregistered for resale under the Act, or unless exemptions from such registration requirements are otherwise available(ii) Investor provides an opinion of its counsel to the effect that the Shares may be issued without restrictive legend.

No Registration. The Investor understands that the Shares Units are not being registered for resale under the Securities Act on the ground that the issuance is exempt Act, and are being issued under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption Regulation A is predicated in part on the truth and accuracy of the Investor’s representations and warranties, and those of the other purchasers of the SharesUnits, in the offeringOoffering. The Investor further understands that, at present, the Company is offering the Shares Units solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares Units may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares Units under the securities laws of those states in which the Company intends to offer the SharesUnits. In the event that Shares If Units are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares Units as to those states in which the Company is permitted to offer and sell the SharesUnits. In the event that If the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares Units will no longer be required to be registered under state securities laws on the basis that the issuance thereof is of those Units will be exempt as an offer and sale not involving a registrable public offering in such state, as the Shares Units will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares Units unless such Shares Units have been registered under the applicable state securities laws in which the Shares Units are sold, or unless exemptions from such registration requirements are otherwise available.

No Registration. Investor Such Financing Party understands that the Unsubscribed Stapled Securities, the Rights Offering Stapled Securities, Private Placement Stapled Securities, any Exit Notes, and any New Diamond Common Shares are issued to any Commitment Party in satisfaction of the Commitment Premium (a) have not being been registered under the Securities Act on by reason of a specific exemption from the ground that the issuance is exempt under Regulation A of Section 3(b) registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and that reliance on such exemption is predicated in part on the truth and accuracy of Investorsuch Financing Party’s representations and warrantiesas expressed herein or otherwise made pursuant hereto, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering the Shares solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may b) cannot be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares sold unless such Shares have been subsequently registered under the Securities Act or an exemption from registration is available. Such Financing Party represents and warrants that it has not engaged and will not engage in “general solicitation” or “general advertising” (each within the meaning of Regulation D of the Securities Act) of or to investors with respect to offers or sales of the Unsubscribed Stapled Securities, the Rights Offering Stapled Securities and the Private Placement Stapled Securities, in each case under circumstances that would cause the offering or issuance of the Unsubscribed Stapled Securities, the Rights Offering Stapled Securities or the Private Placement Stapled Securities not to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) or Regulation S under the Securities Act, the provisions of Regulation D or any other applicable state securities laws in which the Shares are sold, or unless exemptions from such registration requirements are otherwise availableexemption.

No Registration. Investor understands that the Shares are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor’s 's representations and warranties, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering the Shares solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“"FINRA”"). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may not be “covered securities” " under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “"covered securities” " under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the applicable state securities laws in which the Shares are sold, or unless exemptions from such registration requirements are otherwise available.