Common use of Securities Act Representations Clause in Contracts

Securities Act Representations. (i) The Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”) as of the date of this Agreement and the Closing Date. The Purchaser is acquiring the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment as of the date of this Agreement and the Closing Date. The Purchaser has been provided a reasonable opportunity to undertake such investigation and evaluate such documents and information to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto), the Company SEC Documents and has been afforded the opportunity to (A) ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Notes and the merits and risks of investing in the Notes; (B) access information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (ii) The Purchaser has no current intent or purpose to take any action that would be a violation of this Agreement. (iii) Neither the Purchaser (or any of its Affiliates) is acting in concert, and neither the Purchaser (or any of its Affiliates) has any agreement or understanding, with any Person that is not an Affiliate of the Purchaser, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act), with respect to the Company or its securities, in each case, other than with respect to any bona fide loan from one or more financial institution. (iv) The Purchaser understands that the Notes are being offered and sold to it hereunder in reliance upon specific exemptions from the registration requirements of the Securities Act, the rules and regulations promulgated under the Exchange Act and the Securities Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Notes. (v) In making a decision to purchase the Notes, the Purchaser: (x) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving securities; (y) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons; and (z) confirms that it has undertaken an independent analysis of the merits and risks of an investment in the Company, based on such Purchaser’s own financial circumstances. The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Notes constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Notes hereunder.

Securities Act Representations. (ia) The Such Purchaser is a qualified institutional buyer as defined in an “accredited investor” within the meaning of Rule 144A under the Securities Act (a “QIB”) as of the date of this Agreement and the Closing Date. The Purchaser is acquiring the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment as of the date of this Agreement and the Closing Date. The Purchaser has been provided a reasonable opportunity to undertake such investigation and evaluate such documents and information to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto), the Company SEC Documents and has been afforded the opportunity to (A) ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Notes and the merits and risks of investing in the Notes; (B) access information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (ii) The Purchaser has no current intent or purpose to take any action that would be a violation of this Agreement. (iii) Neither the Purchaser (or any of its Affiliates) is acting in concert, and neither the Purchaser (or any of its Affiliates) has any agreement or understanding, with any Person that is not an Affiliate of the Purchaser, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3501(a) of the Exchange Act), with respect to the Company or its securities, in each case, other than with respect to any bona fide loan from one or more financial institution. (iv) The Purchaser understands that the Notes are being offered and sold to it hereunder in reliance upon specific exemptions from the registration requirements of Regulation D promulgated under the Securities Act, the rules an Institutional Account as defined in FINRA Rule 4512(c) and regulations promulgated under the Exchange Act a sophisticated institutional investor, experienced in investing in private equity transactions and the Securities Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Notes. (v) In making a decision to purchase the Notes, the Purchaser: (x) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (y) will exercise independent judgment , including such Purchaser’s participation in evaluating the recommendations of any broker-dealer or its associated persons; and (z) confirms transactions contemplated in the Transaction Documents. Such Purchaser acknowledges that it can bear the substantial economic risks, including but not limited to the complete loss of its investment in the Securities and has undertaken an independent analysis such knowledge and experience in financial or business matters generally that it is capable of evaluating the merits and risks of the investment contemplated hereby. Such Purchaser has had an opportunity to receive, review and understand all information related to the Company and its Subsidiaries requested by it and to ask questions of and receive answers from the Company regarding the Company and its Subsidiaries, their respective businesses and the terms and conditions of the offering of the Securities, and has conducted and completed its own independent due diligence. Such Purchaser acknowledges that it has had an opportunity to review the Company’s publicly available information and other information provided to it. Based on the information such Purchaser has reviewed or received and deemed appropriate, and without reliance upon the Placement Agent or any agents, counsel or affiliates of the Placement Agent, it has independently made its own analysis and decision to enter into the transactions contemplated in the Transaction Documents. Except for the representations, warranties and agreements of the Company expressly set forth in the Agreement, such Purchaser is relying exclusively on their own sources of information, investment analysis and due diligence (including professional advice such Purchaser deems appropriate) with respect to the transactions contemplated in the Transaction Documents, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. Such Purchaser has also determined based on their own independent review and such professional advice they deem appropriate that the purchase of the Securities and participation in the transactions contemplated in the Transaction Documents (i) are fully consistent with such Purchaser’s financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to such Purchaser, (iii) have been duly authorized and approved by all necessary action, and (iv) are a fit, proper and suitable investment for such Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Securities. (b) The Securities to be received by such Purchaser hereunder will be acquired for such Purchaser’s own financial circumstancesaccount, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same in violation of the Securities Act, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. The Such Purchaser is not a broker-dealer registered with the SEC under the Exchange Act or an entity engaged in a business that would require it to be so registered. Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. Purchaser understands and agrees that nothing in this Agreement no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any other materials presented findings or determination as to the fairness of this investment. (c) Such Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. (d) Such Purchaser did not learn of the investment in connection the Securities as a result of any general solicitation or general advertising. (e) Such Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the Securities was made (if an entity) are located at the address immediately below such Purchaser’s name on its signature page hereto. (f) Purchaser represents and warrants that Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Purchaser is permitted to do so under applicable law. Purchaser represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Purchaser also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Purchaser further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Purchaser and used to purchase the Securities were legally derived. (g) Purchaser has, and at the Closing will have, sufficient funds to pay the purchase and sale of the Notes constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Notes hereunderprice pursuant to Section 2.1.

Securities Act Representations. (i) The Purchaser is a qualified institutional buyer an accredited investor as defined in Rule 144A 501(a) under the Securities Act (a “QIB”) as of the date of this Agreement and the Closing Date. The Purchaser is acquiring the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment as of the date of this Agreement and the Closing Date. The Purchaser has been provided a reasonable opportunity to undertake such investigation and evaluate such documents and information to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto), the Company SEC Documents and has been afforded the opportunity to (A) ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Notes and the merits and risks of investing in the Notes; (B) access information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (ii) The Purchaser has no current intent or purpose to take any action that would be a violation of this Agreement. (iii) Neither the Purchaser (or any of its Affiliates) is acting in concert, and neither the Purchaser (or any of its Affiliates) has any agreement or understanding, with any Person that is not an Affiliate of the Purchaser, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act), with respect to the Company or its securities, in each case, other than with respect to any bona fide loan from one or more financial institution. (iv) The Purchaser understands that the Notes are being offered and sold to it hereunder in reliance upon specific exemptions from the registration requirements of the Securities Act, the rules and regulations promulgated under the Exchange Act and the Securities Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Notes. (v) In making a decision to purchase the Notes, the Purchaser: (x) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving securities; (y) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons; and (z) confirms that it has undertaken an independent analysis of the merits and risks of an investment in the Company, based on such Purchaser’s own financial circumstances. The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Notes constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Notes hereunder.

Securities Act Representations. (i) The Purchaser Such Holder is a qualified institutional buyer an "accredited investor" as defined in Rule 144A 501(a) under the Securities Act Act; (a “QIB”ii) as Such Holder is not relying on any communication (written or oral) of the date Company or any of this Agreement its Affiliates as investment or tax advice or as a recommendation to purchase the Notes. It is understood that information and explanations related to the terms and conditions of the Notes provided by the Company or any of its Affiliates shall not be considered investment or tax advice or a recommendation to purchase the Notes, and that neither the Company nor any of its Affiliates is acting or has acted as an advisor to the Holder in deciding to invest in the Notes; (iii) Such Holder is familiar with the business and financial condition and operations of the Company, the Guarantors and the Closing DateSubsidiaries of the Company, all as generally described in the 2020 and 2019 Financial Reports. The Purchaser is acquiring Holder has had access to such information concerning the Company, the Guarantors and the Subsidiaries of the Company and the Notes (and any shares of Company Common Stock issuable upon conversion as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Notes; (iv) for its own accountSuch Holder has such knowledge, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. The Purchaser has sufficient knowledge skill and experience in business, financial and business investment matters so as to be that such Holder is capable of evaluating the merits and risks of its an investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment as of the date of this Agreement and the Closing Date. The Purchaser has been provided a reasonable opportunity to undertake such investigation and evaluate such documents and information to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto), the Company SEC Documents and has been afforded the opportunity to (A) ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Notes and the merits and risks of investing in the Notes; (B) access information about . With the Company and its financial conditionassistance of such Holder's own professional advisors, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (ii) The Purchaser extent that such Holder has no current intent or purpose to take any action that would be a violation of this Agreement. (iii) Neither the Purchaser (or any of deemed appropriate, such Holder has made its Affiliates) is acting in concertown legal, tax, accounting and neither the Purchaser (or any of its Affiliates) has any agreement or understanding, with any Person that is not an Affiliate of the Purchaser, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act), with respect to the Company or its securities, in each case, other than with respect to any bona fide loan from one or more financial institution. (iv) The Purchaser understands that the Notes are being offered and sold to it hereunder in reliance upon specific exemptions from the registration requirements of the Securities Act, the rules and regulations promulgated under the Exchange Act and the Securities Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Notes. (v) In making a decision to purchase the Notes, the Purchaser: (x) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving securities; (y) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons; and (z) confirms that it has undertaken an independent analysis evaluation of the merits and risks of an investment in the Notes and the consequences of this Agreement. Such Holder has considered the suitability of the Notes as an investment in light of its own circumstances and financial condition and such Holder is able to bear the risks associated with an investment in the Notes and its authority to invest in the Notes; (v) Such Holder is acquiring the Notes solely for the Holder's own account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Notes. The Holder understands that the Notes have not been registered under the Securities Act or any state securities or "Blue Sky" laws by reason of specific exemptions under the provisions thereof and may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act, and such Holder understands that the Company is not required to register the Notes. Such Holder is able to bear any loss associated with an investment in the Notes; (vi) Such Holder understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements; and (vii) Notwithstanding anything to the contrary, the representations and warranties of such Holder do not limit or modify the representations and warranties of the Company, based on such Purchaser’s own financial circumstances. The Purchaser understands that nothing the Guarantor and the Subsidiaries of the Company in Section 9.01 of this Agreement or any other materials presented the right of such Holder to the Purchaser in connection with the purchase rely on such representations and sale of the Notes constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Notes hereunderwarranties.

Securities Act Representations. (ia) The Such Purchaser is a qualified institutional buyer as defined in an “accredited investor” within the meaning of Rule 144A under the Securities Act (a “QIB”) as of the date of this Agreement and the Closing Date. The Purchaser is acquiring the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment as of the date of this Agreement and the Closing Date. The Purchaser has been provided a reasonable opportunity to undertake such investigation and evaluate such documents and information to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto), the Company SEC Documents and has been afforded the opportunity to (A) ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Notes and the merits and risks of investing in the Notes; (B) access information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (ii) The Purchaser has no current intent or purpose to take any action that would be a violation of this Agreement. (iii) Neither the Purchaser (or any of its Affiliates) is acting in concert, and neither the Purchaser (or any of its Affiliates) has any agreement or understanding, with any Person that is not an Affiliate of the Purchaser, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3501(a) of the Exchange Act), with respect to the Company or its securities, in each case, other than with respect to any bona fide loan from one or more financial institution. (iv) The Purchaser understands that the Notes are being offered and sold to it hereunder in reliance upon specific exemptions from the registration requirements of Regulation D promulgated under the Securities Act, the rules an Institutional Account as defined in FINRA Rule 4512(c) and regulations promulgated under the Exchange Act a sophisticated institutional investor, experienced in investing in private equity transactions and the Securities Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Notes. (v) In making a decision to purchase the Notes, the Purchaser: (x) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (y) will exercise independent judgment , including such Purchaser’s participation in evaluating the recommendations of any broker-dealer or its associated persons; and (z) confirms transactions contemplated in the Transaction Documents. Such Purchaser acknowledges that it can bear the substantial economic risks, including but not limited to the complete loss of its investment in the Securities and has undertaken an independent analysis such knowledge and experience in financial or business matters generally that it is capable of evaluating the merits and risks of the investment contemplated hereby. Such Purchaser has had an opportunity to receive, review and understand all information related to the Company and its Subsidiaries requested by it and to ask questions of and receive answers from the Company regarding the Company and its Subsidiaries, their respective businesses and the terms and conditions of the offering of the Securities, and has conducted and completed its own independent due diligence. Such Purchaser acknowledges that it has had an opportunity to review the Company’s publicly available information and other information provided to it. Based on the information such Purchaser has reviewed or received and deemed appropriate, and without reliance upon the Placement Agent or any agents, counsel or affiliates of the Placement Agent, it has independently made its own analysis and decision to enter into the transactions contemplated in the Transaction Documents. Except for the representations, warranties and agreements of the Company expressly set forth in the Agreement, such Purchaser is relying exclusively on their own sources of information, investment analysis and due diligence (including professional advice such Purchaser deems appropriate) with respect to the transactions contemplated in the Transaction Documents, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. Such Purchaser has also determined based on their own independent review and such professional advice they deem appropriate that the purchase of the Securities and participation in the transactions contemplated in the Transaction Documents (i) are fully consistent with such Purchaser’s financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to such Purchaser, (iii) have been duly authorized and approved by all necessary action, and (iv) are a fit, proper and suitable investment for such Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Securities. (b) The Securities to be received by such Purchaser hereunder will be acquired for such Purchaser’s own financial circumstancesaccount, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same in violation of the Securities Act, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. The Such Purchaser is not a broker-dealer registered with the SEC under the Exchange Act or an entity engaged in a business that would require it to be so registered. Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. Purchaser understands and agrees that nothing in this Agreement no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any other materials presented findings or determination as to the fairness of this investment. (c) Such Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. (d) Such Purchaser did not learn of the investment in connection the Securities as a result of any general solicitation or general advertising. (e) Such Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the Securities was made (if an entity) are located at the address immediately below such Purchaser’s name on its signature page hereto. (f) Purchaser represents and warrants that Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Purchaser is permitted to do so under applicable law. Purchaser represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Purchaser also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Purchaser further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Purchaser and used to purchase the Securities were legally derived. (g) Purchaser has, and at the Closing will have, sufficient funds to pay the purchase and sale price pursuant to Section 2.1. (h) All of the Notes constitutes legal, tax or investment advice. The information contained in the Purchaser has consulted Questionnaire and the Selling Stockholder Questionnaire completed and delivered by such legal, tax Purchaser shall be true and investment advisors correct as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Notes hereunderdate that such questionnaires are completed and delivered, the Closing Date, and the filing date and effective date of the Registration Statement (as defined in the Registration Rights Agreement); provided that such Purchaser may update the Selling Stockholder Questionnaire by providing written notice thereof to the Company before the filing date and the effective date of such Registration Statement.