Common use of Representations, Warranties and Agreements of the Purchasers Clause in Contracts

Representations, Warranties and Agreements of the Purchasers. Each Purchaser severally represents, warrants and agrees that: (a) The Purchasers understand that the Securities have not been and will not be registered under the Securities Act, and the Securities have not been and will not be offered or sold by a Purchaser or its affiliates or persons acting on its behalf except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. The Purchasers have offered and sold the Securities and will offer and sell the Securities, (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Delivery Date (the "restricted period"), only in accordance with the provisions of Regulation S or Rule 144A under the Securities Act. Accordingly, no Purchaser, nor their affiliates nor any persons acting on their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and they have complied and will comply with any applicable offering restrictions requirement of Regulation S with respect to the Securities. Each Purchaser will have sent, at or prior to confirmation of sale of Securities pursuant to Regulation S, to each distributor, dealer or person receiving a selling concession, fee or other remuneration in respect of the Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S or Rule 144A under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S." Terms used in this paragraph (a) have the meanings given to them by Regulation S. (b) No Purchaser will offer or sell the Securities in the United States by means of any form of general solicitation or general advertising within the meaning of Section 502(c) under the Securities Act; provided, however, that such limitation shall not preclude the placing of any customary tombstone advertisement with respect to the resale of the Securities following the expiration of the restricted period. With respect to resales made in reliance on Rule 144A of any of the Securities, each Purchaser will deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A. (c) Each Purchaser represents, warrants and agrees that: (i) it has not offered or sold and, prior to the expiry of the period of six months from the issue date of the Securities, will not offer or sell any Securities in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. Following the sale of the Securities by the Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Purchasers shall not be liable or responsible to any Seller for any losses, damages or liabilities suffered or incurred by any Seller, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security. The Sellers acknowledge and agree that the Purchasers may, subject to the provisions of this Section 11, offer Securities to other brokers and dealers for resale by such brokers and dealers.

Representations, Warranties and Agreements of the Purchasers. Each Purchaser severally representsThe ------------------------------------------------------------ Initial Purchasers, warrants on behalf of themselves and agrees Limited, represent, warrant and agree that: (a) The Initial Purchasers understand are QIBs with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Units. (b) The Initial Purchasers (i) are not acquiring the Units with a view to any distribution thereof or with any present intention of offering or selling any of the Units in a transaction that the Securities have not been and will not be registered under the Securities Act, and the Securities have not been and will not be offered or sold by a Purchaser or its affiliates or persons acting on its behalf except in accordance with Regulation S under would violate the Securities Act or pursuant to an exemption from the registration requirements securities laws of any state of the Securities Act. The Purchasers have offered and sold the Securities and will offer and sell the Securities, (i) as part of their distribution at United States or any time other applicable jurisdiction and (ii) otherwise until 40 days after will be reoffering and reselling the later of the commencement of the offering of the Securities and the Delivery Date Units only to (the "restricted period"), only in accordance with the provisions of Regulation S or Rule 144A under the Securities Act. Accordingly, no Purchaser, nor their affiliates nor any persons acting on their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and they have complied and will comply with any applicable offering restrictions requirement of Regulation S with respect to the Securities. Each Purchaser will have sent, at or prior to confirmation of sale of Securities pursuant to Regulation S, to each distributor, dealer or person receiving a selling concession, fee or other remuneration in respect of the Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons (iA) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S or Rule 144A under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S." Terms used in this paragraph (a) have the meanings given to them by Regulation S. (b) No Purchaser will offer or sell the Securities in the United States by means of any form of general solicitation or general advertising within the meaning of Section 502(c) under the Securities Act; provided, however, that such limitation shall not preclude the placing of any customary tombstone advertisement with respect to the resale of the Securities following the expiration of the restricted period. With respect to resales made QIBs in reliance on Rule 144A of any of the Securities, each Purchaser will deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the an exemption from the registration requirements of the Securities Act provided by Rule 144A.144A and (B) in offshore transactions in reliance upon Regulation S under the Securities Act. (c) Each Purchaser represents, warrants and agrees that: (i) it No form of general solicitation or general advertising has not offered been or sold and, prior to will be used by the expiry of the period of six months from the issue date of the Securities, will not offer Initial Purchasers or sell any Securities in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it representatives in connection with the issue or offer and sale of any Securities in circumstances in which Section 21(1) of the FSMA does Units, including, but not apply to the Issuer; andlimited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (iiid) it has complied The Initial Purchasers will solicit offers to buy the Units only from, and will comply with all applicable provisions of offer to sell the FSMA with respect Units only to, Eligible Purchasers. The Initial Purchasers further agree that they will offer to anything done sell the Units only to and will solicit offers to buy the Units only from (i) Eligible Purchasers that the Initial Purchase reasonably believed are QIBs and (ii) Regulation S Purchasers, in each case, that agree that (A) the Units, the Notes and the Warrants purchased by it in relation to the Securities inthem may be resold, from pledged or otherwise involving transferred within the United Kingdom. Following the sale of the Securities by the Purchasers time period referred to Subsequent Purchasers pursuant to the terms hereof, the Purchasers shall not be liable or responsible to any Seller for any losses, damages or liabilities suffered or incurred by any Seller, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security. The Sellers acknowledge and agree that the Purchasers may, subject to the provisions of this Section 11, offer Securities to other brokers and dealers for resale by such brokers and dealers.under

Representations, Warranties and Agreements of the Purchasers. Each Purchaser severally representsrepresents and warrants to, warrants and agrees thatwith, the Company, severally and not jointly, the following: (a) The Purchasers understand Purchaser has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase of Series B Shares and the tax consequences of the investment. (b) The Purchaser is acquiring the Series B Shares for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser understands and acknowledges that the Securities have not been Exchange and will not be registered under the Securities Act, and the Securities have not been and will not be offered or sold by a Purchaser or its affiliates or persons acting on its behalf except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements sale of the Securities Act. The Purchasers have offered and sold the Securities and will offer and sell the Securities, (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Delivery Date (the "restricted period"), only in accordance with the provisions of Regulation S or Rule 144A under the Securities Act. Accordingly, no Purchaser, nor their affiliates nor any persons acting on their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and they have complied and will comply with any applicable offering restrictions requirement of Regulation S with respect to the Securities. Each Purchaser will have sent, at or prior to confirmation of sale of Securities pursuant to Regulation S, to each distributor, dealer or person receiving a selling concession, fee or other remuneration in respect of the Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby Series B Shares have not been registered under the United States Securities Act or any state securities laws, by reason of 1933a specific exemption from the registration provisions of the Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent as amended (expressed herein. The Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the "Securities Act")Series B Shares. The Purchaser understands and acknowledges that the offering of the Series B Shares pursuant to this Agreement will not be registered at the time of their acquisition by the Purchaser, and may not never be offered or sold within the United States or toregistered, or for the account or benefit of, United States persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S or Rule 144A under the Securities Act. Terms used Act nor under the state securities laws on the ground that the sale provided for in this paragraph have Agreement and the meanings given to them by Regulation S." Terms used in this paragraph (a) have the meanings given to them by Regulation S. (b) No Purchaser will offer or sell the Securities in the United States by means issuance of any form of general solicitation or general advertising within the meaning of Section 502(c) under the Securities Act; provided, however, that such limitation shall not preclude the placing of any customary tombstone advertisement with respect to the resale of the Securities following the expiration of the restricted period. With respect to resales made in reliance on Rule 144A of any of the Securities, each Purchaser will deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption securities hereunder is exempt from the registration requirements of the Securities Act provided by Rule 144A.and any applicable state securities laws. (c) Each The Purchaser represents, warrants and agrees that:is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the SEC under the Securities Act. (id) it has The Purchaser represents that such entity was not offered or sold andformed for the specific purpose of acquiring the Series B Shares, prior to such entity is duly organized, validly existing and in good standing under the expiry laws of the period state or jurisdiction of six months from its organization, the issue date consummation of the Securitiestransactions contemplated hereby is authorized by, will not offer or sell any Securities in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning a violation of the Public Offers of Securities Regulations 1995 (as amended); (ii) it has only communicated state law or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. Following the sale of the Securities by the Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Purchasers shall not be liable or responsible to any Seller for any losses, damages or liabilities suffered or incurred by any Seller, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security. The Sellers acknowledge and agree that the Purchasers may, subject to the provisions of this Section 11, offer Securities to other brokers and dealers for resale by such brokers and dealers.its

Representations, Warranties and Agreements of the Purchasers. Each Purchaser severally represents, warrants and agrees that: (a) The Purchasers understand that the Securities Notes have not been and will not be registered under the Securities Act, and ; the Securities Notes have not been and will not be offered or sold by a Purchaser or its affiliates or persons acting on its behalf except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. The Purchasers have offered and sold the Securities Notes and will offer and sell the SecuritiesNotes, (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities Notes and the Delivery Date (the "restricted period"), only in accordance with the provisions of Regulation S or S, Rule 144A under the Securities Act. Accordingly, no Purchaser, nor their affiliates nor any persons acting on their behalf has engaged Act or will engage in any directed selling efforts with respect to the Securities, and they have complied and will comply with any applicable offering restrictions requirement of Regulation S with respect to the Securities. Each Purchaser will have sent, at or prior to confirmation of sale of Securities pursuant to Regulation S, to each distributor, dealer or person receiving a selling concession, fee or other remuneration in respect of the Securities from it during the restricted period a confirmation or notice to substantially the following effect: institutional "accredited "The Securities Notes covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S or Rule 144A under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S." Terms used in this paragraph (a) have the meanings given to them by Regulation S. (b) No action has been taken or will be taken in any country or jurisdiction by a Purchaser (either on its own account or as agent for the Company) either in connection with an offering of the Notes or in connection with the possession or distribution of the Offering Memorandum or any other offering material relating to the Notes which requires any action to be taken or filing or registration to be made for that purpose in any country or jurisdiction, or which would result in the material breach of any applicable rules or regulations or the like (whether by a Purchaser or the Company) in any such country or jurisdiction. Each Purchaser will comply in all material respects with all applicable laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes or causes or permits to be distributed the Offering Memorandum or any other offering material. (c) No Purchaser will offer or sell the Securities Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Section 502(c) under the Securities Act; provided, however, that such limitation shall not preclude the placing of any customary tombstone advertisement with respect to the resale of the Securities Notes following the expiration of the restricted period. With respect to resales made in reliance on Rule 144A of any of the SecuritiesNotes, each Purchaser will deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A. (c) Each Purchaser represents, warrants 144A. The Company acknowledges and agrees that: (i) it has not offered or sold and, prior to the expiry of the period of six months from the issue date of the Securities, will not offer or sell any Securities in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. Following the sale of the Securities by the Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Purchasers shall not be liable or responsible to any Seller for any losses, damages or liabilities suffered or incurred by any Seller, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security. The Sellers acknowledge and agree that the Purchasers may, subject to the provisions of this Section Paragraph 11, offer Securities Notes to other brokers and dealers for resale by such brokers and dealers.