Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the issuance of the Note hereunder or any proceeds from the sale of stock under the SEDA, or lend, contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions programs, or (ii) in any other manner that will result in a violation of Sanctions.