Common use of Private Placement; No Registration; Restricted Legends Clause in Contracts

Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal registration set forth in Rule 506(b) of Regulation D under Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Section 18 of the Securities Act, and exemptions from registration under state securities laws. The Purchaser is not subscribing for the Subordinated Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge or otherwise transfer the Subordinated Note or any portion thereof or interest therein within six (6) months of the date of this Agreement unless exemptions from the Securities Act and applicable state securities laws are available to the Purchaser or the Subordinated Notes are registered under the Securities Act.

Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Notes are Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is being sold by the Company without registration under the Securities Act in reliance on the exemption from federal registration set forth in Rule 506(b) of Regulation D under Section 4(a)(2) of the Securities Act, preemption of Act or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaser. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Note under Section 18 of the Securities Act, and exemptions from registration under the Exchange Act or any state securities laws. The Purchaser is not subscribing for the Subordinated Notes Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes Note will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser further acknowledges its Purchaser’s primary responsibilities under the Securities Act and, accordingly, will not sell, pledge sell or otherwise transfer the Subordinated Note or any portion thereof or interest therein within six (6) months without complying with the requirements of the date of this Agreement unless exemptions from the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws are available to for the Purchaser resale, pledge or other transfer of the Subordinated Notes are registered under Note, or that the Securities ActSubordinated Note purchased by Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration; Restricted Legends. The Purchaser It understands and acknowledges that the Subordinated Notes are characterized as “restricted securities” under the Securities Act and are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Act and Section 18 of the Securities Act, and exemptions from registration under or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to it. The Purchaser It is not subscribing for the Subordinated Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, radio or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser It further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge sell or otherwise transfer the Subordinated Note Notes or any portion thereof or interest therein within six (6) months without complying with the requirements of the date of this Agreement unless exemptions from the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws are available to for the Purchaser resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Notes are registered under the Securities Actpurchased by it will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration; Restricted Legends. The Purchaser It understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D under and Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Act and Section 18 of the Securities Act, and exemptions from registration under or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. The Purchaser It is not subscribing for the Subordinated Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser It further acknowledges and agrees that all instruments representing the Subordinated Notes Global Note will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. The Purchaser It further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge sell or otherwise transfer the Subordinated Note Notes or any portion thereof or interest therein within six (6) months without complying with the requirements of the date of this Agreement unless exemptions from the Securities Act and applicable state securities laws are available to the Purchaser or rules and regulations promulgated thereunder and the Subordinated Notes are registered under the Securities Actrequirements set forth in this Agreement.

Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Act and Section 18 of the Securities Act, and exemptions from registration under or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. The Purchaser is not subscribing for the Subordinated Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. The Purchaser further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge sell or otherwise transfer the Subordinated Note Notes or any portion thereof or interest therein within six (6) months without complying with the requirements of the date of this Agreement unless exemptions from the Securities Act and applicable state securities laws are available to the Purchaser or rules and regulations promulgated thereunder and the Subordinated Notes are registered under the Securities Actrequirements set forth in this Agreement.

Private Placement; No Registration; Restricted Legends. The Purchaser It understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Act and Section 18 of the Securities Act, and exemptions from registration under or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. The Purchaser It is not subscribing for the Subordinated Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser It further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge sell or otherwise transfer the Subordinated Note Notes or any portion thereof or interest therein within six (6) months without complying with the requirements of the date of this Agreement unless exemptions from the Securities Act and applicable state securities laws are available to the Purchaser or rules and regulations promulgated thereunder and the Subordinated Notes are registered under the Securities Actrequirements set forth in this Agreement.

Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D under and Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Act and Section 18 of the Securities Act, and exemptions from registration under or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to it. The Purchaser is not subscribing for the Subordinated Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all instruments representing the Subordinated Notes Global Note and definitive note certificate(s) will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. The Purchaser further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge sell or otherwise transfer the Subordinated Note Notes or any portion thereof or interest therein within six (6) months without complying with the requirements of the date of this Agreement unless exemptions from the Securities Act and applicable state securities laws are available to the Purchaser or rules and regulations promulgated thereunder and the Subordinated Notes are registered under the Securities Actrequirements set forth in this Agreement.

Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may not be resold, pledged or otherwise transferred except pursuant to available exemptions from registration under the Securities Act and applicable state securities laws. The Purchaser is not subscribing for the Subordinated Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents meeting or any other method of “general solicitation” as that it has not been solicited with respect to investment term is defined in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser Regulation D. It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser It further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge sell or otherwise transfer the Subordinated Note Notes or any portion thereof or interest therein within six (6) months without complying with the requirements of the date of this Agreement unless exemptions from the Securities Act and applicable state securities laws are available to the Purchaser or rules and regulations promulgated thereunder and the Subordinated Notes are registered under the Securities Actrequirements set forth in this Agreement.

Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D under and Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Act and Section 18 of the Securities Act, and exemptions from registration under or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. The Purchaser is not subscribing for the Subordinated Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form forms of the Subordinated Note, which are attached as exhibits to the Indenture. The Purchaser further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge sell or otherwise transfer the Subordinated Note Notes or any portion thereof or interest therein within six (6) months without complying with the requirements of the date of this Agreement unless exemptions from the Securities Act and applicable state securities laws are available to the Purchaser or rules and regulations promulgated thereunder and the Subordinated Notes are registered under the Securities Actrequirements set forth in this Agreement.

Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Act and Section 18 of the Securities Act, and exemptions from registration under or any state securities laws, and, accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. The Purchaser is not subscribing for the Subordinated Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in , or any solicitation of a subscription by a Person other than representatives of the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this AgreementCompany. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. The Purchaser further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge sell or otherwise transfer the Subordinated Note Notes or any portion thereof or interest therein within six (6) months without complying with the requirements of the date of this Agreement unless exemptions from the Securities Act and applicable state securities laws are available to the Purchaser or rules and regulations promulgated thereunder and the Subordinated Notes are registered under the Securities Actrequirements set forth in this Agreement.

Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Act and Section 18 of the Securities Act, and exemptions from registration under applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. The Purchaser is not subscribing for the Subordinated Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. The Purchaser further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge sell or otherwise transfer the Subordinated Note Notes or any portion thereof or interest therein within six (6) months without complying with the requirements of the date of this Agreement unless exemptions from the Securities Act and applicable state securities laws are available to the Purchaser or rules and regulations promulgated thereunder and the Subordinated Notes are registered under the Securities Actrequirements set forth in this Agreement.