Common use of Matters Concerning the Securities Clause in Contracts

Matters Concerning the Securities. (a) Each Purchaser acknowledges and agrees that: (i) the Securities have not been registered under the Securities Act, the securities laws of any state or the securities laws of any other jurisdiction; and (ii) no governmental or regulatory agency has passed upon, or will pass upon, the Securities or has made, or will make, any finding or determination as to the fairness of investment in the Securities. (b) Each Purchaser acknowledges and agrees that (i) the Securities cannot be sold unless they are subsequently registered under the Securities Act or unless an exemption therefrom is available, and (ii) the Securities have not been registered under applicable state securities laws and, therefore, cannot be sold unless they are subsequently registered under applicable state securities laws or unless an exemption therefrom is available. Each Purchaser acknowledges and agrees to the restrictions on transfer of the Securities set forth in the legends thereon. (c) Each Purchaser acknowledges that it, together with its Affiliates, is familiar with the Company due to their involvement in the matters resolved by the Settlement Agreement. Each Purchaser is a sophisticated party fully capable of evaluating the Settlement and all of its elements, including the acceptance of the Securities pursuant to this Agreement, without the need for any possible additional material non-public Information that the Company may possess. (d) In formulating a decision to enter into this Agreement, including the acceptance of the Securities by the Purchasers under this Agreement, no Purchaser has relied or acted on the basis of any representations not expressly given in this Agreement. (e) Each Purchaser agrees to comply with the provisions in the Temporary Notes relating to the Exchange as defined therein. (f) The Company hereby agrees, as agent for each of the Purchasers, to hold the Temporary Notes on behalf of such Purchasers until the consummation of the Exchange; provided, however, upon the request of either or both of the Purchasers, the Company hereby agrees to promptly release the Temporary Notes to such requesting Purchaser.

Matters Concerning the Securities. (a) Each Purchaser acknowledges and agrees that: (i) the Securities have not been registered under the Securities Act, the securities laws of any state or the securities laws of any other jurisdiction; and (ii) no governmental or regulatory agency has passed upon, or will pass upon, the Securities or has made, or will make, any finding or determination as to the fairness of investment in the Securities. (b) Each Purchaser acknowledges and agrees that (i) the Securities cannot be sold unless they are subsequently registered under the Securities Act or unless an exemption therefrom is available, and (ii) the Securities have not been registered under applicable state securities laws and, therefore, cannot be sold unless they are subsequently registered under applicable state securities laws or unless an exemption therefrom is available, and (iii) there are significant restrictions on the transferability and voting of the Securities as set forth in the Voting and Standstill Agreement. Each Purchaser acknowledges and agrees to the restrictions on transfer of the Securities Notes set forth in the legends thereon. (c) Each Purchaser acknowledges that it, together with its Affiliates, is familiar with the Company due to their involvement in the matters resolved by the Settlement Agreement. Each Purchaser is a sophisticated party fully capable of evaluating the Settlement and all of its elements, including the acceptance of the Securities Notes pursuant to this Agreement, without the need for any possible additional material non-public Information that the Company may possess. (d) Each Purchaser’s acquisition and ownership of the Securities will not be prohibited under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Employee Retirement Income Security Act of 1974, as amended, or constitute a “prohibited transaction” (as defined in Section 4975(c)(1) of the United States Internal Revenue Code of 1986 (as amended, the “Code”)) for which an exemption does not apply. (e) In formulating a decision to enter into this Agreement, including the acceptance of the Securities by the Purchasers under this Agreement, no Purchaser has relied or acted on the basis of any representations not expressly given in this Agreement. (e) Each Purchaser agrees to comply with the provisions in the Temporary Notes relating to the Exchange as defined therein. (f) The Company hereby agrees, as agent for each of the Purchasers, to hold the Temporary Notes on behalf of such Purchasers until the consummation of the Exchange; provided, however, upon the request of either or both of the Purchasers, the Company hereby agrees to promptly release the Temporary Notes to such requesting Purchaser.