Common use of Compliance with United States Securities Laws Clause in Contracts

Compliance with United States Securities Laws. Purchaser understands and acknowledges that (a) the Shares have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, any "U.S. person" (as defined in Regulation S, which definition is set out in Schedule 4 hereto), unless such Shares are registered under the Securities Act and any applicable state securities or blue sky laws or such offer or sale is made pursuant to exemptions from the registration requirements of such laws, (b) the Shares are being offered and sold pursuant to the terms of Regulation S under the Securities Act, which permits securities to be sold to non-"U.S. persons" in "offshore transactions" (as defined in Regulation S), subject to certain terms and conditions, (c) the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of the exemptions from registration under the Securities Act relied upon by the Company and the suitability of the Purchaser to acquire the Shares; (d) the Shares have been offered and sold to the Purchaser in an "offshore transaction" and Purchaser has not engaged in any "directed selling efforts", as each such term is defined in Regulation S, and (e) in the view of the Commission, the statutory basis for the exemption from registration claimed for this offering would not be present if the offering of the Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act and, accordingly, the Purchaser is making the representations and warranties in this Section 4 to evidence its compliance with the applicable requirements of the Securities Act and that its participation in such offering is not a part of any such plan or scheme.

Compliance with United States Securities Laws. Purchaser understands and acknowledges that (a) the Shares have not been and and, except to the extent described in "Registration Covenant" below, will not be registered under the Securities Act of 1933 as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, any "U.S. person" (as defined in Regulation S, which definition is set out in Schedule 4 hereto2 to the Subscription Agreement), unless such Shares are registered under the US Securities Act and any applicable state securities or blue sky laws or such offer or sale is made pursuant to exemptions from the registration requirements of such laws, (b) the Shares are being offered and sold pursuant to the terms of Regulation S promulgated under the Securities Act, which permits securities to be sold to non-"U.S. persons" in "offshore transactions" (as defined in Regulation S), subject to certain terms and conditions, (c) the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of the exemptions from registration under the Securities Act relied upon by the Company and the suitability of the Purchaser to acquire the Shares; (d) the Shares have been offered and sold to the Purchaser in an "offshore transaction" and Purchaser has not engaged in any "directed selling efforts", as each such term is defined in Regulation S, and (e) in the view of the Commission, the statutory basis for the exemption from registration claimed for this offering Offering would not be present if the offering Offering of the Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act and, accordingly, the Purchaser is making the representations and warranties in this Section 4 Schedule to evidence its compliance with the applicable requirements of the Securities Act and that its participation in such offering Offering is not a part of any such plan or scheme.

Compliance with United States Securities Laws. Purchaser The Lender understands and acknowledges that (a) the Warrants and the Warrants Shares to be issued in respect thereof and the shares of Common Stock (the “Conversion Stock”) to be issued upon conversion of the Loan and Additional Loan (collectively, the “Loans”) have not been and and, except as provided in the Agreement, will not be registered under the Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, any "“U.S. person" ” (as defined in Regulation S, which definition is set out in Schedule 4 hereto), unless such Warrants or, in the event that the Warrants have been exercised, the Warrant Shares or the Conversion Stock, as the case may be, are registered under the US Securities Act and any applicable state securities or blue sky laws or such offer or sale is made pursuant to exemptions from the registration requirements of such laws, (b) the Shares Warrants and upon exercise, the Warrant shares, and upon conversion of the Loans, the conversion Stock, are being offered and sold issued pursuant to the terms of Regulation S under the Securities Act, which permits securities to be sold to non-"U.S. non-“U.S. persons" ” in "“offshore transactions" ” (as defined in Regulation S), subject to certain terms and conditions, (c) the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser Lender set forth herein in order to determine the availability of the exemptions from registration under the Securities Act relied upon by the Company and the suitability of the Purchaser Lender to acquire the SharesWarrant, Warrants Shares and the Conversion Stock; (d) the Shares Warrants have been offered issued, and sold the Warrant Shares and the Conversion Stock will be issued, to the Purchaser Lender in an "“offshore transaction" ” and Purchaser Lender has not engaged in, nor will the Lender engage in any "“directed selling efforts"”, as each such term is defined in Regulation S, and (e) in the view of the Commission, the statutory basis for the exemption from registration claimed for this offering issue would not be present if the offering issue of the SharesWarrants, Warrant Shares and Conversion Stock although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act and, accordingly, the Purchaser Lender is making the representations and warranties in this Section 4 schedule to evidence its compliance with the applicable requirements of the Securities Act and that its participation in such offering is not a part of any such plan or scheme.

Compliance with United States Securities Laws. Purchaser understands and acknowledges that (a) the Shares have not been and and, except to the extent described in “Registration Covenant” below, will not be registered under the Securities Act of 1933 as amended (the “Securities Act”) or any state or blue sky or foreign securities laws (collectively, “Securities Laws”), and may not be offered or sold in the United States or to, or for the account or benefit of, any "“U.S. person" ” (as defined in Regulation S, which definition is set out in Schedule 4 hereto2 to the Subscription Agreement), unless such Shares are registered under the applicable Securities Act and any applicable state securities or blue sky laws Laws or such offer or sale is made pursuant to exemptions from the registration requirements of such lawsLaws, (b) the Shares are being offered and sold (i) pursuant to the terms of Regulation S promulgated under the Securities ActAct by the United States Securities and Exchange Commission (the “SEC” or the “Commission”), which permits securities to be sold to non-"U.S. non-“U.S. persons" ” in "“offshore transactions" ” (as defined in Regulation S)) or (ii) only to “Qualified Institutional Buyers” (as defined in Rule 144A) in a private placement that does not involve a public offering, subject in each case, to certain terms and conditions, (c) the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of the exemptions from registration under the Securities Act relied upon by the Company and the suitability of the Purchaser to acquire the Shares; (d) the Shares have been offered and sold to the Purchaser either (i) in an "“offshore transaction" ” and Purchaser has not engaged in any "“directed selling efforts"”, as each such term is defined in Regulation SS or (ii) in a private placement that does not involve a public offering, and (e) in the view of the Commission, the statutory basis for the exemption from registration claimed for this offering Offering would not be present if the offering Offering of the Shares, although in technical compliance with Regulation Sthe Securities Act and the Regulations and Rules promulgated thereunder, is part of a plan or scheme to evade the registration provisions of the Securities Act and, accordingly, the Purchaser is making the representations and warranties in this Section 4 Schedule to evidence its compliance with the applicable requirements of the Securities Act and such Regulations and Rules and that its participation in such offering Offering is not a part of any such plan or scheme.. 76

Compliance with United States Securities Laws. Purchaser understands and acknowledges that (a) the Shares have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, any "U.S. person" (as defined in Regulation S, which definition is set out in Schedule 4 hereto2 to the Subscription Agreement), unless such Shares are registered under the US Securities Act and any applicable state securities or blue sky laws or such offer or sale is made pursuant to exemptions from the registration requirements of such laws, (b) the Shares are being offered and sold pursuant to the terms of Regulation S under the Securities Act of 1933 as amended (the "Securities Act"), which permits securities to be sold to non-"U.S. persons" in "offshore transactions" (as defined in Regulation S), subject to certain terms and conditions, (c) the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of the exemptions from registration under the Securities Act relied upon by the Company and the suitability of the Purchaser to acquire the Shares; (d) the Shares have been offered and sold to the Purchaser in an "offshore transaction" and Purchaser has not engaged in any "directed selling efforts", as each such term is defined in Regulation S, and (e) in the view of the Commission, the statutory basis for the exemption from registration claimed for this offering Offering would not be present if the offering Offering of the Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act and, accordingly, the Purchaser is making the representations and warranties in this Section 4 schedule to evidence its compliance with the applicable requirements of the Securities Act and that its participation in such offering Offering is not a part of any such plan or scheme.

Compliance with United States Securities Laws. Purchaser understands and acknowledges that (a) the Shares have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, any "U.S. person" (as defined in Regulation S, which definition is set out in Schedule 4 hereto), unless such Shares are registered under the Securities Act and any applicable state securities or blue sky laws or such offer or sale is made pursuant to exemptions from the registration requirements of such laws, (b) the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of federal and state securities laws pursuant to the terms of Regulation S under the Securities Act, which permits securities to be sold to non-"U.S. persons" in "offshore transactions" (as defined in Regulation S), subject to certain terms and conditions, (c) that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability applicability of the such exemptions from registration under the Securities Act relied upon by the Company and the suitability of the Purchaser to acquire the Shares; (d) . The Purchaser understands and acknowledges that the Shares and the shares of Common Stock into which the Shares are convertible (the "Underlying Shares") have not been registered under the Securities Act, and such Shares and Underlying Shares may not be offered or sold in the United States or to any "U.S. Person" (as defined in Rule 902(o) of Regulation S, which definition is set forth in Schedule 2 hereto and is hereby incorporated by reference) for a period of 40 days following (i) with respect to the Series A Shares and the related Underlying Shares, the date of the First Closing (the "First Restricted Period"), and (ii) with respect to the Series B Shares and Series C Shares and the related Underlying Shares, the date of the Second Closing (the "Second Restricted Period"), and thereafter unless such Shares or Underlying Shares are registered under the Securities Act and any applicable state securities law in the United States or such offer or sale is made pursuant to exemptions from those registration requirements. The Shares are being offered and sold pursuant to the Purchaser in an "offshore transaction" and Purchaser has not engaged in any "directed selling efforts", as each such term is defined in terms of Regulation S, which permits the Shares to be sold by the Company solely to non-U.S. Persons in transactions outside of the United States, subject to certain terms and (e) conditions. The Purchaser further acknowledges that neither the Securities and Exchange Commission nor any other United States or foreign federal or state agency or authority has passed on or endorsed the merits of this Offering. The Purchaser understands that in the view of the Commission, Securities and Exchange Commission the statutory basis for the exemption from registration claimed for this offering the Offering would not be present if the offering of the Sharessubscription contemplated hereby, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act and, accordingly, the Purchaser is making the representations and warranties in this Section 4 to evidence its compliance with the applicable requirements of the Securities Act and that its participation in such offering is not a part of any such plan or schemeAct.

Compliance with United States Securities Laws. Purchaser understands and acknowledges that (a) the Shares have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, any "“U.S. person" ” (as defined in Regulation S, which definition is set out in Schedule 4 heretoS of the Securities Act), unless such Shares are registered under the Securities Act and any applicable state securities or blue sky laws or such offer or sale is made pursuant to exemptions from the registration requirements of such laws, (b) the Shares are being offered and sold pursuant to the terms of Regulation S under the Securities Act, which permits securities to be sold to non-"U.S. non “U.S. persons" ” in "“offshore transactions" ” (as defined in Regulation S), subject to certain terms and conditions, (c) the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of the exemptions from registration under the Securities Act relied upon by the Company and the suitability of the Purchaser to acquire the Shares; (d) the Shares have been offered and sold to the Purchaser in an "“offshore transaction" ” and Purchaser has not engaged in any "“directed selling efforts"”, as each such term is defined in Regulation S, and (e) in the view of the CommissionSEC, the statutory basis for the exemption from registration claimed for this offering Offering would not be present if the offering Offering of the Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act and, accordingly, the Purchaser is making the representations and warranties in this Section 4 Article IV to evidence its compliance with the applicable requirements of the Securities Act and that its participation in such offering Offering is not a part of any such plan or scheme.