Common use of Accredited Investor/Non-U.S. Person Status Clause in Contracts

Accredited Investor/Non-U.S. Person Status. The Company Shareholder is at least one of the following: (i) an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act or (ii) not a U.S. Person, and is not acquiring the Exchange Shares for the account or benefit of any U.S. Person, and is acquiring the Exchange Shares in an offshore transaction (as “U.S. Person” and “offshore transaction” are defined in Regulation S promulgated under the Securities Act).