Will the Loans or any share into which they convert be offered or registered in any jurisdiction?
It is not expected that the Convertible Loan Agreements or any shares in Investee Companies on conversion will be registered under applicable securities laws of any state, province, territory or jurisdiction (including the United States Canada, Australia or Japan). Accordingly, where that is the case, neither the Convertible Loan Agreements nor any shares in Investee Companies on conversion may (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold, delivered or transferred, directly or indirectly, in or into any state, province, territory or jurisdiction (including the United States Canada, Australia or Japan) if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.