Common use of Foreign Investors Clause in Contracts

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities Notes or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the SecuritiesNotes; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the SecuritiesNotes. Each such The Purchaser’s subscription and payment for and continued beneficial ownership of the Securities Notes will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each such The Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the SecuritiesNotes.

Foreign Investors. If a such Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each such Such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Purchaser’s 's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Purchaser’s 's jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30Rule 902(k) of under the Internal Revenue Code of 1986, as amendedSecurities Act), 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; obtained and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, sale or transfer of the Securities. Each such Such Purchaser’s subscription and payment for for, and his or her continued beneficial ownership of the Securities Securities, will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each Such Purchaser also hereby represents that such Purchaser acknowledges that is not a “10-percent shareholder” as defined in Section 871(h) of the Company has taken no action in foreign jurisdictions with respect to the SecuritiesInternal Revenue Code of 1986, as amended.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended), such 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such The Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; , (b) any foreign exchange restrictions applicable to such purchase; purchase or acquisition, (c) any governmental government or other consents that may need to be obtained; , and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, sale or transfer of the Securities. Each such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30Rule 902(k) of under the Internal Revenue Code of 1986, as amendedSecurities Act), 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; obtained and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, sale or transfer of the Securities. Each such Such Purchaser’s 's subscription and payment for for, and his or her continued beneficial ownership of the Securities Securities, will not violate any applicable securities or other laws of such Purchaser’s 's jurisdiction. Each Such Purchaser also hereby represents that such Purchaser acknowledges that is not a "10-percent shareholder" as defined in Section 871(h) of the Company has taken no action in foreign jurisdictions with respect to the SecuritiesInternal Revenue Code of 1986, as amended.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) (a “Foreign Purchaser”), 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 Securities Shares or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; Shares, (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, sale or transfer of the SecuritiesShares. Each such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities Shares, will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30Rule 902(k) of under the Internal Revenue Code of 1986, as amendedSecurities Act), 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; obtained and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, sale or transfer of the Securities. Each such Such Purchaser’s subscription and payment for for, and such Purchaser’s continued beneficial ownership of the Securities Securities, will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each Such Purchaser also hereby represents that such Purchaser acknowledges that is not a “10-Percent Shareholder” as defined in Section 871(h) of the Company has taken no action in foreign jurisdictions with respect to the SecuritiesInternal Revenue Code of 1986, as amended.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedCode), such 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 Forward Purchase Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Forward Purchase Securities. Each such The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Such Purchaser’s 's subscription and payment for and continued beneficial ownership of the Securities Securities, will not violate any applicable securities or other laws of such the Purchaser’s 's jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such 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 Securities Notes or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the SecuritiesNotes; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the SecuritiesNotes. Each such the Purchaser’s subscription and payment for and continued beneficial ownership of the Securities Notes will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such the Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the SecuritiesNotes.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities Stock or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; Stock, (b) any foreign exchange restrictions applicable to such purchase; , (c) any governmental or other consents that may need to be obtained; , and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the SecuritiesStock. Each such Such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities Stock, will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that The funds used to purchase the Company has taken no action in foreign jurisdictions with respect to Stock do not violate the Securitiesanti-money laundering provisions of the Money Laundering Control Act of 1986 or the Bank Secrecy Act of 1970, as amended by the USA Patriot Act of 2001.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedCode), such 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 Forward Purchase Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Forward Purchase Securities. Each such The Purchaser’s subscription and purchase and payment for and continued beneficial ownership of the Forward Purchase Securities will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedCode), 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 Securities Notes and the Warrants or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; Notes and the Warrants, (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the SecuritiesUnits, the Notes and the Warrants. Each such The Purchaser’s subscription and payment for and continued beneficial ownership of the Securities Notes and the Warrants will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30Rule 902(k) of under the Internal Revenue Code of 1986, as amendedSecurities Act), 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; obtained and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, sale or transfer of the Securities. Each such Such Purchaser’s subscription and payment for for, and his or her continued beneficial ownership of the Securities Securities, will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each Such Purchaser also hereby represents that such Purchaser acknowledges that is not a “10-percent shareholder” as defined in Section 871(h) of the Company has taken no action in foreign jurisdictions with respect to the SecuritiesInternal Revenue Code of 1986, as amended.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Subscription Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30Rule 902(k) of under the Internal Revenue Code of 1986, as amendedSecurities Act), 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; obtained and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, sale or transfer of the Securities. Each such Such Purchaser’s subscription and payment for for, and his or her continued beneficial ownership of the Securities Securities, will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each Such Purchaser also hereby represents that such Purchaser acknowledges that is not a “10-percent shareholder” as defined in Section 871(h) of the Company has taken no action in foreign jurisdictions with respect to the SecuritiesInternal Revenue Code of 1986, as amended.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30Rule 902(k) of under the Internal Revenue Code of 1986, as amendedSecurities Act), 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign 3 exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; obtained and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, sale or transfer of the Securities. Each such Such Purchaser’s 's subscription and payment for for, and such Purchaser's continued beneficial ownership of the Securities Securities, will not violate any applicable securities or other laws of such Purchaser’s 's jurisdiction. Each Such Purchaser also represents that such Purchaser acknowledges that is not an "10- percent shareholder" as defined in Section 871(h) of the Company has taken no action in foreign jurisdictions with respect to the SecuritiesInternal Revenue Code of 1986, as amended.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities Securities, will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser it is not a United States U.S. person (as defined by Section 7701(a)(30) within the meaning of Rule 902 of Regulation S of the Internal Revenue Code of 1986Securities Act, as amended), such Purchaser hereby further represents that it that: (i) Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities Shares or any use of this Agreement, including (aA) the legal requirements within its jurisdiction for the purchase of the Securities; Shares, (bB) any foreign exchange restrictions applicable to such purchase; , (cC) any governmental or other consents that may need to be obtained; obtained and (dD) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, sale or transfer of the Securities. Each such Shares; (ii) Purchaser’s subscription and payment for for, and such Purchaser’s continued beneficial ownership of the Securities Shares, will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each such ; and (iii) Purchaser acknowledges that is not a “10-percent shareholder” as defined in Section 871(h) of the Company has taken no action in foreign jurisdictions with respect to the SecuritiesCode.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities Stock or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; Stock, (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the SecuritiesStock. Each such Such Purchaser’s 's subscription and payment for and continued beneficial ownership of the Securities Stock, will not violate any applicable securities or other laws of such the Purchaser’s 's jurisdiction. Each such 4. Conditions of the Purchasers' Obligations at Closing. The obligations of each Purchaser acknowledges that to the Company has taken no action in foreign jurisdictions with respect under this Agreement are subject to the Securities.fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived in writing by each Purchaser: 4.1

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities Shares or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the SecuritiesShares; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the SecuritiesShares. Each such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities Shares will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the SecuritiesShares.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Subscription Agreement, including including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedCode), 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 Securities Notes and the Warrants or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; Notes and the Warrants, (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the SecuritiesUnits, the Notes and the Warrants. Each such The Purchaser’s 's subscription and payment for and continued beneficial ownership of the Securities Notes and the Warrants will not violate any applicable securities or other laws of such the Purchaser’s 's jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a such Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30Rule 902(k) of under the Internal Revenue Code of 1986, as amendedSecurities Act), 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 Securities or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, sale or transfer of the Securities. Each such Such Purchaser’s subscription and payment for for, and his or her continued beneficial ownership of the Securities Securities, will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each Such Purchaser also hereby represents that such Purchaser acknowledges that is not a “10-percent shareholder” as defined in Section 871(h) of the Company has taken no action in foreign jurisdictions with respect to the SecuritiesInternal Revenue Code of 1986, as amended.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Purchase Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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 Securities or any use of this Note Purchase Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; , (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

Foreign Investors. If a the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedCode), such 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 Securities Forward Purchase Shares or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the Securities; Forward Purchase Shares, (bii) any foreign exchange restrictions applicable to such purchase; , (ciii) any governmental or other consents that may need to be obtained; , and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the SecuritiesForward Purchase Shares. Each such The Purchaser’s subscription and payment for and continued beneficial ownership of the Securities Forward Purchase Shares will not violate any applicable securities or other laws of such the Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.