You agree that in selling Securities pursuant to the Offering (which agreement shall also be for the benefit of the Issuer or other seller of such Securities) you will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, the applicable rules and regulations of the Securities & Exchange Commission thereunder, the applicable rules and regulations of FINRA and the applicable rules and regulations of any other regulatory organization having jurisdiction over your activities.  You represent and warrant, on behalf of yourself and any subsidiary, affiliate, or agent to be used by you in the context of this Agreement, that you and they have not relied upon advice from us, the Issuer or any of our or their respective affiliates regarding the suitability of the Securities for any investor.