Each such Shareholder understands that the [[ESG:Organization]] Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws, including those under the Blue Sky Law. Each such Shareholder also understands that the [[ESG:Organization]] Shares are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, under [Section 4(2)] and/or Regulation D of the Securities Act. Each such Shareholder acknowledges that [[ESG:Organization]] will rely on such Shareholder’s representations, warranties and certifications set forth below for purposes of determining such Shareholder’s suitability as an investor in the [[ESG:Organization]] Shares and for purposes of confirming the availability of the [Section 4(2)] and/or Regulation D exemption from the registration requirements of the Securities Act.

Each such Shareholder understands that the [[ESG:Organization]] Shares may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an exemption therefrom, and in each case in compliance with the conditions set forth in this Agreement. Each such Shareholder acknowledges and is aware that the [[ESG:Organization]] Shares may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until such Shareholder has held the [[ESG:Organization]] Shares for the applicable holding period under Rule 144.