Common use of Private Placement; No Registration of Securities Clause in Contracts

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act, or under any state securities laws. It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to this Agreement. Company has not made nor is Company making any representation, warranty or covenant, express or implied, as to any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that that, Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, Act or the Exchange Act, or under any state securities laws. It further acknowledges and agrees that all certificates Neither Placement Agents nor Company have or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which has made or are or is attached as an exhibit to this Agreement. Company has not made nor is Company making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder it will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are Note is being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that the Company will not be obligated in the future to register the Subordinated Notes Note under the Securities Act, the Exchange Act, or under any state securities laws. It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes Note will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit Exhibit A to this Agreement. The Company has not made nor is the Company making any representation, warranty or covenant, express or implied, as to any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NotesNote, or that the Subordinated Note(s) Note purchased by the Noteholder will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company Borrower without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 of Regulation D promulgated under Section 4(a)(24(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that Company that, except as set forth in Section 7, Borrower will not be obligated in the future to register the Subordinated Notes Note under the Securities ActAct or the Securities Exchange Act of 1934, the Exchange Actas amended, or under any state securities laws. It further acknowledges and agrees that all certificates Neither the Placement Agent nor Borrower has made or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to this Agreement. Company has not made nor is Company making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder it will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company Borrower without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any Act and applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that Company Borrower will not be obligated in the future to register the Subordinated Notes Note under the Securities Act, the Exchange Act, or under any state securities laws. It further acknowledges and agrees that all certificates Neither the Placement Agent nor Borrower has made or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to this Agreement. Company has not made nor is Company making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder it will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that that, Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, Act or the Exchange Act, or under any state securities laws. It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to this Agreement. Neither Placement Agent nor Company has not made nor or is Company making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder it will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are Note is being sold by Company Issuer without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that Company Issuer will not be obligated in the future to register the Subordinated Notes Note under the Securities Act, the Securities Exchange ActAct of 1934, as amended, or under any state securities laws. It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to this Agreement. Company Issuer has not made nor and is Company not making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NotesNote, or that the Subordinated Note(s) purchased by the Noteholder will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company Issuer without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that Company Issuer will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Securities Exchange ActAct of 1934, as amended, or under any state securities laws. It further acknowledges and agrees that all certificates Neither the Placement Agent nor Issuer has made or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to this Agreement. Company has not made nor is Company making any representation, warranty or covenant, express or implied, as to any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company Borrower without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 of Regulation D promulgated under Section 4(a)(24(2) of the Securities Act and Section 18 of the Securities Act, or any Act and applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that Company Borrower will not be obligated in the future to register the Subordinated Notes Note under the Securities Act, the Exchange Act, or under any state securities laws. It further acknowledges and agrees that all certificates Neither the Placement Agent nor Borrower has made or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to this Agreement. Company has not made nor is Company making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder it will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company Borrower without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that Company that, Borrower will not be obligated in the future to register the Subordinated Notes Note under the Securities ActAct or the Securities Exchange Act of 1934, the Exchange Actas amended, or under any state securities laws. It further acknowledges and agrees that all certificates Neither the Placement Agent nor Borrower has made or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to this Agreement. Company has not made nor is Company making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder it will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act, or under any state securities laws. It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit Exhibit A to this Agreement. Company has not made nor is Company making any representation, warranty or covenant, express or implied, as to any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder will ever be able to be lawfully resold, pledged or otherwise transferred.

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company Borrower without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that Company that, Borrower will not be obligated in the future to register the Subordinated Notes Note under the Securities ActAct or the Securities Exchange Act of 1934, the Exchange Actas amended, or under any state securities laws. It further acknowledges and agrees that all certificates Neither the Placement Agent nor Borrower has made or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to this Agreement. Company has not made nor is Company making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder it will ever be able to be lawfully resold, pledged or otherwise transferred.. 6.8

Private Placement; No Registration of Securities. It understands and acknowledges that the Subordinated Notes are being sold by Company Issuer without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506 of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It further understands and acknowledges that Company Issuer will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Securities Exchange ActAct of 1934, as amended, or under any state securities laws. It further acknowledges and agrees that all certificates Neither the Placement Agent nor Issuer has made or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to this Agreement. Company has not made nor is Company making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Note(s) purchased by the Noteholder will ever be able to be lawfully resold, pledged or otherwise transferred.