Common use of Foreign Investors Clause in Contracts

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States ----------------- person (as defined by Section 7701(a)(30) of the CodeInternal Revenue Code of 1986, as amended), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Stock or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesStock, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesStock. The Such Purchaser’s 's subscription and payment for and continued beneficial ownership of the Shares Stock, will not violate any applicable securities or other laws of the Purchaser’s 's jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code), the Purchaser Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The PurchaserInvestor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the PurchaserInvestor’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Purchased Shares or any use of this Agreement, including including: (i) the legal requirements within its jurisdiction for the purchase of the Purchased Shares, ; (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, ; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Purchased Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Purchased Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person Person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (iix) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (iix) any foreign exchange restrictions applicable to such purchase, (iiixi) any governmental or other consents that may need to be obtained, and (ivxii) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person Person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the SharesSecurities. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s 's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s 's jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal Revenue Code of 1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. The Purchaser’s 's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s 's jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesUnits, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesUnits. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Units will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesUnits, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesShares or Warrants. The Such Purchaser’s 's subscription and payment for and continued beneficial ownership of the Shares and Warrants will not violate any applicable securities or other laws of the Purchaser’s 's jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Shares, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser Buyer is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser Buyer hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Purchased Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Purchased Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Purchased Shares. The Purchaser’s Buyer's subscription and payment for and continued beneficial ownership of the Purchased Shares will not violate any applicable securities or other laws of the Purchaser’s Buyer's jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Shares, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser Investor is not a United States person Person (as defined by Section 7701(a)(30) of the Code), the Purchaser such Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesSecurities. The PurchaserSuch Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities, will not violate any applicable securities or other laws of the PurchaserInvestor’s jurisdiction.

Foreign Investors. If the a Purchaser is not a United States person (as defined by Section 7701(a)(30Rule 902(k) of under the CodeSecurities Act), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Note or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesNote, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the SharesNote. The Such Purchaser’s subscription and payment for for, and his or her continued beneficial ownership of the Shares Note, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the a full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesUnits, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesUnits (including the components thereof). The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Units (including the components thereof) will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser Investor is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesShares and Warrants, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The PurchaserInvestor’s subscription and payment for and continued beneficial ownership of the Shares and Warrants will not violate any applicable securities or other laws of the PurchaserInvestor’s jurisdiction.

Foreign Investors. If the Purchaser Buyer is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser Buyer hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this AgreementAgreement or the Ancillary Agreements, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The PurchaserBuyer’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the PurchaserBuyer’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Notes or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesNotes, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesNotes. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Notes will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Such Purchaser’s subscription and payment for and and/or continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (iib) any foreign exchange restrictions applicable to such purchasepurchase or acquisition, (iiic) any governmental government or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Shares, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Common Stock or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesCommon Stock, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesCommon Stock. The Purchaser’s 's subscription and payment for and continued beneficial ownership of the Shares Common Stock will not violate any applicable securities or other laws of the Purchaser’s 's jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal Revenue Code of 1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal Revenue Code of 1986, as amended) (a “Foreign Purchaser”), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase subscription of the Shares, (ii) any foreign exchange restrictions applicable to such purchasesubscription, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchasesubscription, holding, redemption, sale, sale or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Shares, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal Revenue Code of 1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Shares, (iib) any foreign exchange restrictions applicable to such purchasepurchase or acquisition, (iiic) any governmental government or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code)person, the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Purchased Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesPurchased Shares and the Warrants, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the SharesPurchased Shares and the Warrants. The Such Purchaser’s subscription 's payment for, and payment for and its continued beneficial ownership of the Purchased Shares and the Warrants, will not violate any applicable securities or other laws of the Purchaser’s its jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Note or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the SharesNote, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesNote. The Purchaser’s subscription purchase of and payment for for, and continued beneficial ownership of of, the Shares Note will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the such Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the such Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Shares, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance all of its obligations under the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the such Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the such Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is Purchasers are not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser Purchasers hereby represents represent that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription Purchasers’ subscriptions and payment payments for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s Purchasers’ jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesShares , (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesShares (including the components thereof). The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares (including the components thereof) will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser Seller is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser Seller hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The PurchaserSeller’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the PurchaserSeller’s jurisdiction.

Foreign Investors. If the such Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Shares, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the such Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser Investor is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesSecurities. The Purchaser’s Investor's subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Purchaser’s Investor's jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Notes or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesNotes, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesNotes. The Purchaser’s subscription and payment for and continued beneficial ownership of the Notes or underlying Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Options and Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Options and Shares. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Options and Shares, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemptionexercise, sale, or transfer of the SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code), the Purchaser Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the SharesSecurities. The PurchaserInvestor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the PurchaserInvestor’s jurisdiction.

Foreign Investors. If the Purchaser such Seller is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal Revenue Code of 1986, as amended), the Purchaser such Seller hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for or purchase the Company Shares or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Company Shares, (iib) any foreign exchange restrictions applicable to such purchasepurchase or acquisition, (iiic) any governmental government or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Company Shares. The PurchaserSuch Seller’s subscription and payment for and continued beneficial ownership of the Company Shares will not violate any applicable securities or other laws of the PurchaserSeller’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) resident of the Code)Canada, the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for shares in its jurisdiction, its subscription for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s 's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities Securities Laws or other laws of the Purchaser’s 's jurisdiction.

Foreign Investors. If the Purchaser is not a United States ----------------- person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesSecurities. The Such Purchaser’s 's subscription and payment for and continued beneficial ownership of the Shares Securities, will not violate any applicable securities or other laws of the Purchaser’s 's jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Notes or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the SharesNotes, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesNotes. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Notes will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser Investor is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Shares, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The PurchaserInvestor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the PurchaserInvestor’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including including: (ia) the legal requirements within its jurisdiction for the purchase of the Shares, ; (iib) any foreign exchange restrictions applicable to such purchase, ; (iiic) any governmental or other consents that may need to be obtained, obtained and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser Investor is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The PurchaserInvestor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the PurchaserInvestor’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for purchase the Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesSecurities. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including including: (i) the i)the legal requirements within its jurisdiction for the purchase of the Shares, ; (ii) any foreign exchange restrictions applicable to such purchase, ; (iii) any governmental or other consents that may need to be obtained, ; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.