Common use of Purchase for Own Account Clause in Contracts

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender Such Purchaser understands and agrees that it may do so only such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Act and applicable state securities laws, as then in effectAct. Each Lender Such Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSIS NOT REQUIRED.”

Purchase for Own Account. The Securities Shares to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Purchaser's property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of such Shares, the Securities, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, Act or under an exemption from such said registration available under the Securities Act, . The Purchaser understands and subject, nevertheless, to agrees that if the disposition of its property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any part of the Securitiessuch Purchased Shares, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of the Securities such Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities to be Purchased Shares are being acquired by it pursuant to this Agreement are being or will be acquired the Purchaser for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, Act or under an exemption from such said registration available under the Securities Act, . The Purchaser understands and subject, nevertheless, to agrees that if the disposition of its property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any of the SecuritiesPurchased Shares, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of the Securities such Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the SecuritiesWMF Note or the WMF Warrant, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the Securities, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securitiesany Note, in the case of a Lender Warrant or Liquidation Certificate under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any of the Securities, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities held by it to the following effect: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities to be Purchased Shares are being acquired by it pursuant to this Agreement are being or will be acquired such Purchaser for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement Registration Statement under the Securities Act, Act or under an exemption from such said registration available under the Securities Act, . Such Purchaser understands and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender agrees that if such Purchaser should in the future decide to dispose of any of the SecuritiesPurchased Shares, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of the Securities such Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Purchased Securities to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose foreign jurisdiction. Such Purchaser understands and agrees that such Purchased Securities have not been registered under the Securities Act and are "restricted securities" within the meaning of all or any part of the Securities, in the case of a Lender under an effective registration statement Rule 144 under the Securities Act; and that the Purchased Securities cannot be sold, transferred or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition otherwise disposed of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting of a legend on certificates representing all of the its Purchased Securities to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSIS NOT REQUIRED.”

Purchase for Own Account. The Securities Shares to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such securities Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose foreign jurisdiction. The Purchaser understands and agrees that such Shares have not been registered under the Securities Act of all or any part 1933 (the “Securities Act”) and are “restricted securities” within the meaning of the Securities, in the case of a Lender under an effective registration statement Rule 144 under the Securities Act; and that the Shares cannot be sold, transferred or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition otherwise disposed of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSIS NOT REQUIRED.”

Purchase for Own Account. The Securities Shares to be acquired by it such ------------------------ Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities the Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender either Purchaser should in the future decide to dispose of any part of the SecuritiesShares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Shares to the following effect: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities the Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender either Purchaser should in the future decide to dispose of any part of the SecuritiesShares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Shares to the following effect: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesShares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Shares substantially to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSTHE ACT.”"

Purchase for Own Account. The Securities to be Purchased Shares and, if applicable, the Option Shares are being acquired by it pursuant to this Agreement are being or will be acquired such Purchaser for its own account and with no intention of distributing or reselling such securities Purchased Shares, Option Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securitiessuch Purchased Shares or, in the case of a Lender if applicable, Option Shares under an effective registration statement Registration Statement under the Securities Act, Act or under an exemption from such said registration available under the Securities Act, . Such Purchaser understands and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender agrees that if such Purchaser should in the future decide to dispose of any of the SecuritiesPurchased Shares or Option Shares, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of the Securities such Purchased Shares and Option Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities to be Shares, Notes and Warrants hereby acquired by it each Purchaser pursuant to this Agreement are being or will be acquired for its such Purchaser's own account and with no intention of distributing or reselling such securities or any part thereof the securities issuable upon exercise of the Warrants in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of such Notes or Warrant or the Securitiessecurities issuable upon exercise thereof, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Shares, Notes, Warrants, and Warrant Shares (hereinafter collectively referred to as the Securities to the following effect: “"Securities"). THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities to be acquired by it ------------------------ pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the SecuritiesNote or the Warrants, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any of the Securities, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities Purchased Shares to be ------------------------ acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose foreign jurisdiction. Such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of all or any part of the Securities, in the case of a Lender under an effective registration statement Rule 144 under the Securities Act; and that the Purchased Shares cannot be sold, transferred or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition otherwise disposed of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSIS NOT REQUIRED.”

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the Securities, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities Purchased Shares to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any of the SecuritiesPurchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all any of the Securities Purchased Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement Exchanged Shares are being or will be acquired for its the Stockholder's own account and with no intention of distributing or reselling such securities the Exchanged Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Stockholder at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Exchanged Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Stockholder's property being at all times within its the Stockholder's control. If any Lender the Stockholder should in the future decide to dispose of any of the SecuritiesExchanged Shares, such Lender the Stockholder understands and agrees that it the Stockholder may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Stockholder agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Exchanged Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE AND LAWS. THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED SOLD, IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER SUCH THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS LAWS, OR PURSUANT TO THE AVAILABILITY OF AN APPLICABLE EXEMPTION EXCEPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSTHEREUNDER.”

Purchase for Own Account. The Securities Transferred Shares to be acquired by it Seller pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Transferred Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of Seller at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Transferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its Seller's property being at all times within its control. If any Lender Seller should in the future decide to dispose of any of the Securitiessuch Transferred Shares, such Lender Seller understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Seller agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Transferred Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Subscription Shares to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and account, with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any statestate thereof, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Subscription Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender Investor should in the future decide to dispose of any of the SecuritiesSubscription Shares, such Lender Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Investor agrees to the imprinting of a legend on certificates representing all of the Securities Subscription Shares and the Ordinary Shares that the Subscription Shares are convertible to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Purchaser is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act. The Note to be acquired by it pursuant to this Agreement are is being or will be acquired for its own account and with no intention of distributing or reselling such securities security or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the SecuritiesNote, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any part of the Securitiessuch securities, such Lender it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all of the Securities such securities to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities to be Convertible Notes and the Units hereby acquired by it Purchaser pursuant to this Agreement are being or will be acquired for its Purchaser’s own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of the Convertible Notes or any of the SecuritiesUnits, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on the Convertible Notes, the certificates representing all of the Securities to Series E Preferred Stock and Warrants, and, upon conversion, on the following effectConversion Shares and Warrant Shares, as follows: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Closing Notes to be acquired by it pursuant to this Agreement are being or will shall be acquired for its own account account, solely for investment purposes, and with no present intention of distributing or reselling such securities Closing Notes or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, Securities Act without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the SecuritiesClosing Notes, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control, subject to the terms and conditions of the Transaction Documents. If any Lender Purchaser should in the future decide to dispose of any of the SecuritiesClosing Notes, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and subject to any applicable provisions of each Transaction Document to which any Purchaser is a party or is bound. Each Lender Purchaser agrees to the imprinting of a legend on certificates representing all each of the Securities Closing Notes to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the SecuritiesNotes or the Warrants, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the Securities, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities Purchased Shares to be acquired by it ------------------------ such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose foreign jurisdiction. Such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of all or any part of the Securities, in the case of a Lender under an effective registration statement Rule 144 under the Securities Act; and that the Purchased Shares cannot be sold, transferred or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition otherwise disposed of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSIS NOT REQUIRED.”

Purchase for Own Account. The Securities to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securities, in Notes or the case of a Lender Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the Securities, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Purchaser understands that the Shares have not been registered under the Securities to be acquired Act by reason of a claimed exemption under the provisions of the Securities Act of 1933, as amended ("Securities Act") which depends, in part, upon the Purchaser's investment intention. In this connection, the Purchaser hereby represents that it pursuant to this Agreement are being or will be acquired is purchasing Shares for its own account for investment and not with no a present view toward the resale or distribution to others or for resale in connection with any distribution or public offering (within the meaning of the Securities Act), nor with any present intention of distributing or reselling such securities selling the same and the Purchaser has no present or any part thereof in any transaction that would be in violation of contemplated agreement, undertaking, arrangement, obligation or commitment providing for the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to disposition thereof. The Purchaser shall not sell or otherwise dispose of all or any part of transfer the Securities, in the case of Shares unless a Lender under an effective registration statement subsequent disposition is registered under the Securities ActAct or is exempt from such registration. The Purchaser consents to the placement of the legend set forth below, or under an exemption from such registration available under a substantial equivalent thereof, on any certificate or other document evidencing the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender agrees to the imprinting of a legend on certificates representing all of the Securities to the following effectShares: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS, AND MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SHARES UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE SECURITIES ACT. ANY SUCH ACT AND TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AND THE LAWS OF OTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSJURISDICTIONS.”