SUBSCRIBER,
AND ARE THE LEGAL, VALID AND BINDING OBLIGATIONS OF THE SUBSCRIBER ENFORCEABLE
IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
(17)
THE EXECUTION AND DELIVERY OF THIS SUBSCRIPTION AGREEMENT AND ANY
OTHER DOCUMENTS EXECUTED AND DELIVERED BY THE SUBSCRIBER IN CONNECTION HEREWITH
DO NOT, AND THE PERFORMANCE AND CONSUMMATION OF THE TERMS AND TRANSACTIONS SET
FORTH OR CONTEMPLATED THEREIN OR HEREIN WILL NOT, CONTRAVENE OR RESULT IN A
DEFAULT UNDER ANY PROVISION OF EXISTING LAW OR REGULATIONS TO WHICH THE
SUBSCRIBER IS SUBJECT, THE PROVISIONS OF THE TRUST INSTRUMENT, CHARTER, BYLAWS
OR OTHER GOVERNING DOCUMENTS OF THE SUBSCRIBER (IF THE SUBSCRIBER IS AN ENTITY)
OR ANY INDENTURE, MORTGAGE OR OTHER AGREEMENT OR INSTRUMENT TO WHICH THE
SUBSCRIBER IS A PARTY OR BY WHICH IT IS BOUND AND DOES NOT REQUIRE ON THE PART
OF THE SUBSCRIBER ANY APPROVAL, AUTHORIZATION, LICENSE, OR FILING FROM OR WITH
ANY FOREIGN, FEDERAL, STATE OR MUNICIPAL BOARD OR AGENCY WHICH HAS NOT BEEN
OBTAINED.
(18)
THE SUBSCRIBER REPRESENTS AND WARRANTS THAT THE AMOUNTS PAID OR TO
BE PAID BY IT TO THE COMPANY IN RESPECT OF THIS SUBSCRIPTION AGREEMENT WERE NOT
AND ARE NOT DIRECTLY, OR TO THE SUBSCRIBER'S KNOWLEDGE INDIRECTLY, DERIVED FROM
ACTIVITIES THAT CONTRAVENE FEDERAL, STATE OR FOREIGN LAWS AND REGULATIONS,
INCLUDING ANTI-MONEY LAUNDERING AND TERRORIST FINANCING LAWS AND REGULATIONS.
FEDERAL REGULATIONS AND EXECUTIVE ORDERS ADMINISTERED BY THE U.S. TREASURY
DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") PROHIBIT, AMONG OTHER
THINGS, THE ENGAGEMENT IN TRANSACTIONS WITH, AND THE PROVISION OF SERVICES TO,
CERTAIN FOREIGN COUNTRIES, TERRITORIES, ENTITIES, AND INDIVIDUALS.
THE LISTS OF
OFAC PROHIBITED COUNTRIES, TERRITORIES, PERSONS AND ENTITIES CAN BE FOUND ON THE
OFAC WEBSITE AT .
(19)
THE SUBSCRIBER REPRESENTS AND WARRANTS TO, AND AGREES AND COVENANTS
WITH, THE COMPANY, AS OF THE DATE HEREOF AND AS OF THE DATE OF ISSUANCE OF THE
SHARES TO THE SUBSCRIBER, THAT, TO THE BEST OF ITS KNOWLEDGE, NONE OF (I) THE
SUBSCRIBER, (II) ANY PERSON CONTROLLING OR CONTROLLED BY THE SUBSCRIBER, (III)
IF THE SUBSCRIBER IS A PRIVATELY HELD
5
ENTITY, ANY PERSON HAVING BENEFICIAL INTEREST IN THE SUBSCRIBER, AND (IV) ANY
PERSON FOR WHICH THE SUBSCRIBER IS ACTING AS AGENT OR NOMINEE IN CONNECTION WITH
THIS SUBSCRIPTION AGREEMENT, IS A COUNTRY, TERRITORY, INDIVIDUAL OR ENTITY NAMED
ON THE OFAC LISTS, NOR IS ANY SUCH PERSON OR ENTITY PROHIBITED FROM INVESTING IN
THE COMPANY UNDER ANY OFAC ADMINISTERED SANCTIONS OR EMBARGO PROGRAMS.
(20)
THE SUBSCRIBER AGREES PROMPTLY TO NOTIFY THE COMPANY SHOULD THE
SUBSCRIBER BECOME AWARE OF ANY CHANGE IN THE INFORMATION SET FORTH IN PART (18)
OR PART (19) ABOVE.
THE SUBSCRIBER ACKNOWLEDGES AND AGREES THAT, IF REQUIRED BY
LAW, THE COMPANY MAY BE OBLIGATED TO "FREEZE THE ACCOUNT" OF THE SUBSCRIBER,
EITHER BY PROHIBITING ADDITIONAL INVESTMENTS FROM THE SUBSCRIBER AND/OR
SEGREGATING ASSETS OF THE SUBSCRIBER IN COMPLIANCE WITH GOVERNMENT REGULATIONS
AND, IF REQUIRED BY LAW, THE COMPANY MAY ALSO BE REQUIRED TO REPORT SUCH ACTION
AND TO DISCLOSE THE SUBSCRIBER'S IDENTITY TO OFAC.
THE SUBSCRIBER ALSO
UNDERSTANDS AND AGREES THAT THE