Investor Note Purchase Agreement

5.9 Other representations of foreign lenders. If such a lender is not a person in the United States, that lender herein indicates that it has made itself, with respect to full compliance with the laws of its jurisdiction relating to an invitation to sign the note or the use of that agreement, including (i) the legal requirements in its area of jurisdiction for the purchase of the note (s) , (ii) any exchange restrictions for this purchase, (iii) the public or other consents that must be obtained and (iv) income tax and, if applicable, other tax consequences that may be relevant to the purchase, maintenance, withdrawal, sale or other transfer of debt. The subscription and payment of such a lender and the continuation of its economic ownership over the debt are not contrary to applicable securities or other laws of its jurisdiction. 7.2 Applicable legislation. This agreement and notes are governed by Delaware state laws and are interpreted in accordance with Delaware state laws, which apply to agreements between Delaware residents that are fully concluded and executed within the State of Delaware. The second category of terms worth discussing depends to a large extent on regional practices, deners and the issuer`s willingness to offer its investors certain concessions or benefits to make or reward investments. This list is fluid, but we will think about it for now: now that we have discussed the two methods of raising funds with convertible bonds, it would be wise to consider the other negotiated provisions, which are usually included in a convertible bond. Here too, the usual terms of a convertible loan can be divided into two categories, the first being the central consideration in a convertible bond: 4.6 litigation. There are no claims, actions, proceedings, proceedings, arbitrations, complaints, charges or investigations that are currently threatened against the company or an officer, director or employee of the company (in the case of an officer, manager or employee who would affect the company).

(ii) which calls into question the validity of the agreement, the issuance and delivery of the obligations, or the right of the company to carry out one of them or to complete the transactions thus envisaged; or (iii) which, individually or globally, would have a significant adverse effect on the business or its business or real estate. The company is not and, to the company`s knowledge, none of its executives, directors or employees is a party or is designated as subject to the provisions of an order, order, order, judgment or decree of a court or government authority or instrumentality (in the case of executives, directors or employees who would affect the company). There is no action, lawsuit, procedure or investigation going on by the company or that the company intends to launch. The above includes, without limitation, actions, actions, procedures or investigations, which are pending in writing or in writing (or on a known company basis) that include the prior employment of an employee of the company, his services related to the activities of the company, information or techniques allegedly owned by one of their former employers, or their obligations arising from agreements with former employers.

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