Epstein Secrets

h respect to this Subscription Agreement and any or all transactions relating hereto and thereto may be brought in U.S. Federal and state courts in the State of New York. The Investor hereby irrevocably submits to the jurisdiction of such courts with respect to any such suit, action or proceeding and agrees and conse

exemption from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D ("Regulation D") promulgated thereunder by the United States Securities and Exchange Commission (the "SEC") on the basis of the Amended and Restated Confidential Private Placement Memorandum of the Partnership, as the same may be further amend

This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York or of any other state. (c) Survival. The representations, warranties, c

agreed to grant to any person or entity any rights (including piggyback registration rights) to have any securities of the Company registered with the United States Securities and Exchange Commission ("SEC") or any other governmental authority. To the Company's knowledge, except as contemplated in the Voting Agreement, dated December 28, 2012, a

subject matter hereof. 5.5 Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York. 5.6 Severability. If any provision o

and outstanding or (ii) are then issuable pursuant to the exercise or conversion of options, warrants or convertible securities. 1.11 "SEC means the United States Securities and Exchange Commission. 1.12 "Securities Act" means the Securities Act of 1933, as amended. 2. Registration Rights. 2.1 Demand Registration. (a) Request by Holders.

future holder of the securities purchased hereunder. 8.2 Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of New York, without reference to principles of choice of law. 8.3 Survival. Unless otherwise set forth in this Agreement, the representations, warranties cov

and outstanding or (ii) are then issuable pursuant to the exercise or conversion of options, warrants or convertible securities. 1.11 "SEC' means the United States Securities and Exchange Commission. 1.12 "Securities Act" means the Securities Act of 1933, as amended. 2. Registration Rights. 2.1 Demand Registration. (a) Request by Holders.