Common use of Investment Representations, Warranties and Covenants by Non-United States Persons Clause in Contracts

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Investor is not a U.S. person (as defined in Regulation S promulgated under the Securities Act (“Regulation S”)) or is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities Act, such Investor has been advised and acknowledges that: (a) in issuing and selling the Securities to such Investor pursuant to this Agreement, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Securities Act; (b) it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year “distribution compliance period” (or a six (6)-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the Closing Date; (c) notwithstanding the foregoing, prior to the expiration of the one (1)-year “distribution compliance period” (or six (6)-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing (the “Restricted Period”), the Securities may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (i) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, or (ii) the offer and sale is outside the United States and to other than a U.S. person, and (d) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in the United States or to or for the account of a U.S. person, unless pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Investor is not a U.S. person (as defined in Regulation S promulgated under the Securities Act (“Regulation S”)) or is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities Act, such Investor has been advised and acknowledges that: (a) in issuing and selling the Securities to such Investor pursuant to this Agreement, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Securities Act; (b) it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year “distribution compliance period” (or a six (6)-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the Closing Dateapplicable Closing; (c) notwithstanding the foregoing, prior to the expiration of the one (1)-year “distribution compliance period” (or six (6)-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing (the “Restricted Period”), the Securities may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (i) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities Securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, or (ii) the offer and sale is outside the United States and to other than a U.S. person, ; and (d) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in the United States or to or for the account of a U.S. person, unless pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Investor Each Purchaser who is not a Non-U.S. person (as defined in Regulation S promulgated under Section 5.7(d) below) hereby represents and warrants to the Securities Act Company as follows: (“Regulation S”)a) or This Agreement is deemed not to be made by the Company with the Purchaser, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations, warranties and covenants made in this Section 5.7. (b) Such Non-U.S. person under Rule 902(k)(2) of the Securities Act, such Investor has been advised and acknowledges that: : (ai) the Securities have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) in issuing and selling the Securities to such Investor Non-U.S. person pursuant to this Agreementhereto, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(24(a)(2) under the Securities Act; ; (biii) it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year one-year “distribution compliance period” (or a six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the Closing Datedate of issuance; and (civ) notwithstanding the foregoing, prior to the expiration of the one (1)-year one-year “distribution compliance period” (or six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing date of issuance (the “Restricted Period”), the Securities may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (iA) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, ; or (iiB) the offer and sale is outside the United States and to other than a U.S. person. (c) As used herein, and (d) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in term “United States” means the United States or to or for of America, its territories and possessions, any State of the account United States, and the District of a Columbia, and the term “U.S. person, unless pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.” (as defined in Regulation S) means:

Investment Representations, Warranties and Covenants by Non-United States Persons. If The Investor hereby represents and warrants to the Company as follows: (a) This Agreement is made by the Company with the Investor, who is a Non-U.S. person, in reliance upon such Investor is not a Non-U.S. person’s representations, warranties and covenants made in this Section. (b) Such Non-U.S. person (as defined in Regulation S promulgated under the Securities Act (“Regulation S”)) or is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities Act, such Investor has been advised and acknowledges that: : (ai) the Shares have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) in issuing and selling the Securities Shares to such Investor Non-U.S. person pursuant to this Agreementhereto, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Securities Act; ; (biii) it is a condition to the availability of the Regulation S “safe harbor” that the Securities Shares not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year six-month “distribution compliance period” (or a six (6)-month “distribution compliance period,” if the issuer is a “reporting issuer,” ”, as defined in Regulation S) , following the each Closing Date; and (civ) notwithstanding the foregoing, prior to the expiration of the one (1)-year six-month “distribution compliance period” (or six (6)-month “distribution compliance period,” if the issuer is a “reporting issuer,” ”, as defined in Regulation S) after the Closing (the “Restricted Period”), the Securities Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (iA) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, ; or (iiB) the offer and sale is outside the United States and to other than a U.S. person. (c) As used herein, and (d) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in term “United States” means the United States or to or for of America, its territories and possessions, any State of the account United States, and the District of a Columbia, and the term “U.S. person, unless pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.” (as defined in Regulation S) means:

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Investor Each Holder who is not a Non-U.S. person hereby represents and warrants to the Company as follows: (as defined i) This Warrant is issued by the Company to the Holder, who is a Non-U.S. person, in Regulation S promulgated under the Securities Act reliance upon such Non-U.S. person’s representations, warranties and covenants made in this subsection (“Regulation S”l). (ii) or is deemed not to be a Such Non-U.S. person under Rule 902(k)(2) of the Securities Act, such Investor has been advised and acknowledges that: : (a1) the Securities have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country; (2) in issuing and selling the Securities to such Investor Non-U.S. person pursuant to this Agreementhereto, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Securities Act; ; (b3) it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year one-year “distribution compliance period” (or a six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the Closing Datedate the Warrant is exercised (or, if exercised in compliance with Section 3(b), the date of issuance of the Warrant) (the “Restricted Period”); and (c4) notwithstanding the foregoing, prior to the expiration of the one (1)-year “distribution compliance period” (or six (6)-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing (the “Restricted Period”), the Securities may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement Warrant and either: (iA) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, ; or (iiB) the offer and sale is outside the United States and to other than a U.S. person. (iii) As used herein, and the term “U.S. person” is as defined in Regulation S. (div) Such Non-U.S. person agrees that with respect to the Securities, until the expiration of the Restricted Period, : (1) such InvestorNon-U.S. person, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in the United States or to or for the account of a U.S. person; and (2) such Non-U.S. person shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act. The foregoing restrictions are binding upon subsequent transferees of the Securities, unless except for transferees pursuant to an effective registration statement statement. Such Non-U.S. person agrees that after the Restricted Period, the Securities may be offered or sold within the United States or to or for the account of a U.S. person only pursuant to Rule 144 under applicable securities laws. (v) Such Non-U.S. person has not engaged, nor is it aware that any party has engaged, and such Non-U.S. person will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Securities. (vi) Such Non-U.S. person: (A) is domiciled and has its principal place of business outside the United States; (B) certifies it is not a U.S. person and is not acquiring the Securities Act for the account or pursuant benefit of any U.S. person; and (C) at the time of the issuance of the Warrant, the Non-U.S. person or persons acting on Non-U.S. person’s behalf in connection therewith will be located outside the United States. (vii) At the time of offering to an exemption from such Non-U.S. person and communication of such Non-U.S. person’s order to purchase the registration requirements Securities and at the time of such Non-U.S. Person’s execution of this Warrant, the Non-U.S. person or persons acting on Non-U.S. person’s behalf in connection therewith were located outside the United States. (viii) Such Non-U.S. person is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act). (ix) Such Non-U.S. person acknowledges that the Company shall make a notation in its stock books regarding the restrictions on transfer set forth in this subsection (l) and shall transfer such shares on the books of the Company only to the extent consistent therewith.

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Investor is not a U.S. person (as defined in Regulation S promulgated under the Securities Act (“Regulation S”)) or is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities Act, such Investor has been advised and acknowledges that: (ai) in issuing and selling the Securities to such Investor pursuant to this Agreement, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Securities Act; (bii) it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year “distribution compliance period” (or a six (6)-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the applicable Closing Date; (ciii) notwithstanding the foregoing, prior to the expiration of the one (1)-year “distribution compliance period” (or six (6)-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing (the “Restricted Period”), the Securities may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (iA) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, or (iiB) the offer and sale is outside the United States and to other than a U.S. person, ; and (div) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in the United States or to or for the account of a U.S. person, unless pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Investor is not a Non-U.S. person (as that term is defined in Regulation S promulgated under the Securities Act (“Regulation S”below)) or is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities Act, such Investor hereby represents and warrants to the Company as follows: (a) This Agreement is made by the Company with Investor, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations, warranties and covenants made in this Section. (b) Such Non-U.S. person has been advised and acknowledges that: : (ai) the Shares and the Conversion Shares (the “Securities”) have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) in issuing and selling the Securities to such Investor Non-U.S. person pursuant to this Agreementhereto, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Securities Act; ; (biii) it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year one-year “distribution compliance period” (or a six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the Closing DateClosing; and (civ) notwithstanding the foregoing, prior to the expiration of the one (1)-year one-year “distribution compliance period” (or six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing (the “Restricted Period”), the Period”),the Securities may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (iA) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, ; or (iiB) the offer and sale is outside the United States and to other than a U.S. person. (c) As used herein, and (d) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in term “United States” means the United States or to or for of America, its territories and possessions, any State of the account United States, and the District of a Columbia, and the term “U.S. person, unless pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.” (as defined in Regulation S) means:

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Investor The Purchaser who is not a Non-U.S. person (as that term is defined in Regulation S promulgated under the Securities Act (“Regulation S”Section 4.8(c)) or hereby represents and warrants to the Company as follows: (i) This Agreement is deemed not to be made by the Company with the Purchaser, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations, warranties and covenants made in this Section 4.8. (ii) Such Non-U.S. person under Rule 902(k)(2) of the Securities Act, such Investor has been advised and acknowledges that: (a: 1) the Securities have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country; 2) in issuing and selling the Securities to such Investor Non-U.S. person pursuant to this Agreementhereto, the Company is relying upon the “safe harbor” provided by Regulation S and/or on in Section 4(24(a)(2) under of the Securities Act; (b; 3) it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year one-year “distribution compliance period” (or a six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the Closing Date; (cand 4) notwithstanding the foregoing, prior to the expiration of the one (1)-year one-year “distribution compliance period” (or six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing (the “Restricted Period”), the Securities may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (iA) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, ; or (iiB) the offer and sale is outside the United States and to other than a U.S. person. (iii) As used herein, and (d) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in term “United States” means the United States or to or for of America, its territories and possessions, any State of the account United States, and the District of Columbia, and the term “U.S. person” means any “U.S. person” as defined in Rule 902(k)(2). As used herein, the term “Non-U.S. person” means any person who is not a U.S. person, unless pursuant person or is deemed not to an effective registration statement or pursuant to be a U.S. person under Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements 902(k)(2) of the Securities Act.

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Each Investor who is not a Non-U.S. person (as that term is defined in Regulation S promulgated under the Securities Act (“Regulation S”Section 3.15(c)) or hereby represents and warrants to the Company as follows: (a) This Agreement is deemed not to be made by the Company with the Investor, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations, warranties and covenants made in this Section 3.15. (b) Such Non-U.S. person under Rule 902(k)(2) of the Securities Act, such Investor has been advised and acknowledges that: : (ai) the Securities and the Warrant Shares have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) in issuing and selling the Securities and the Warrant Shares to such Investor Non-U.S. person pursuant to this Agreementhereto, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(24(a)(2) under the Securities Act; ; (biii) it is a condition to the availability of the Regulation S “safe harbor” that the Securities and the Warrant Shares not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year one-year “distribution compliance period” (or a six (6)-month month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the Closing Date; and (civ) notwithstanding the foregoing, prior to the expiration of the one (1)-year one-year “distribution compliance period” (or six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing (the “Restricted Period”), the Securities and the Warrant Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (iA) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, ; or (iiB) the offer and sale is outside the United States and to other than a U.S. person. (c) As used herein, and (d) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in term “United States” means the United States or to or for of America, its territories and possessions, any State of the account United States, and the District of a Columbia, and the term “U.S. person, unless pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.” (as defined in Regulation S) means:

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Investor Each Purchaser who is not a Non-U.S. person (as that term is defined in Regulation S promulgated under the Securities Act (“Regulation S”Section 4.8(c)) or hereby represents and warrants to the Company as follows: (a) This Agreement is deemed not to be made by the Company with the Purchaser, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations, warranties and covenants made in this Section 4.8. (b) Such Non-U.S. person under Rule 902(k)(2) of the Securities Act, such Investor has been advised and acknowledges that: : (ai) the Securities have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) in issuing and selling the Securities to such Investor Non-U.S. person pursuant to this Agreementhereto, the Company is relying upon the “safe harbor” provided by Regulation S and/or on in Section 4(24(a)(2) under of the Securities Act; ; (biii) it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year one-year “distribution compliance period” (or a six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the Closing Date; and (civ) notwithstanding the foregoing, prior to the expiration of the one (1)-year one-year “distribution compliance period” (or six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing (the “Restricted Period”), the Securities may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (iA) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, ; or (iiB) the offer and sale is outside the United States and to other than a U.S. person. (c) As used herein, and (d) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in term “United States” means the United States or to or for of America, its territories and possessions, any State of the account United States, and the District of Columbia, and the term “U.S. person” means any “U.S. person” as defined in Rule 902(k)(2). As used herein, the term “Non-U.S. person” means any person who is not a U.S. person, unless pursuant person or is deemed not to an effective registration statement or pursuant to be a U.S. person under Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements 902(k)(2) of the Securities Act.

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Investor Each Purchaser who is not a Non-U.S. person (as that term is defined in Regulation S promulgated under the Securities Act (“Regulation S”Section 4.7(c)) or hereby represents and warrants to the Company as follows: This Agreement is deemed not to be made by the Company with the Purchaser, who is a Non-U.S. person, in reliance upon such Non-U.S. person's representations, warranties and covenants made in this Section 4.7. Such Non-U.S. person under Rule 902(k)(2) of the Securities Act, such Investor has been advised and acknowledges that: (a) the Shares have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country; in issuing and selling the Securities Shares to such Investor Non-U.S. person pursuant to this Agreementhereto, the Company is relying upon the “"safe harbor” " provided by Regulation S and/or on Section 4(2) under the Securities Act; (b) it is a condition to the availability of the Regulation S “"safe harbor” " that the Securities Shares not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year “one-year "distribution compliance period” " (or a six (6)-month “six-month "distribution compliance period,” " if the issuer is a “"reporting issuer,” " as defined in Regulation S) following the Closing Date; (c) and notwithstanding the foregoing, prior to the expiration of the one (1)-year “one-year "distribution compliance period” " (or six (6)-month “six-month "distribution compliance period,” " if the issuer is a “"reporting issuer,” " as defined in Regulation S) after the Closing (the “"Restricted Period”"), the Securities Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (iA) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, ; or (iiB) the offer and sale is outside the United States and to other than a U.S. person. As used herein, the term "United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia, and the term "U.S. person" (das defined in Regulation S) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein means: a natural person resident in the United States States; any partnership or to corporation organized or incorporated under the laws of the United States; any estate of which any executor or administrator is a U.S. person; any trust of which any trustee is a U.S. person; any agency or branch of a foreign entity located in the United States; any nondiscretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, unless pursuant to incorporated and (if an effective registration statement individual) resident in the United States; and a corporation or pursuant to Rule 144 partnership organized under the laws of any foreign jurisdiction and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act Act, unless it is organized or pursuant to an exemption from the registration requirements of incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

Investment Representations, Warranties and Covenants by Non-United States Persons. If such Investor is not a Non-U.S. person (as that term is defined in Regulation S promulgated under the Securities Act (“Regulation S”below)) or is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities Act, such Investor hereby represents and warrants to the Company as follows: (a) This Agreement is made by the Company with Investor, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations, warranties and covenants made in this Section. (b) Such Non-U.S. person has been advised and acknowledges that: : (ai) the Shares, Warrants and the Conversion Shares (the “Securities”) have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) in issuing and selling the Securities to such Investor Non-U.S. person pursuant to this Agreementhereto, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Securities Act; ; (biii) it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one (1)-year one-year “distribution compliance period” (or a six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the Closing DateClosing; and (civ) notwithstanding the foregoing, prior to the expiration of the one (1)-year one-year “distribution compliance period” (or six (6)-month six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing (the “Restricted Period”), the Period”),the Securities may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (iA) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, ; or (iiB) the offer and sale is outside the United States and to other than a U.S. person. (c) As used herein, and (d) until the expiration of the Restricted Period, such Investor, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in term “United States” means the United States or to or for of America, its territories and possessions, any State of the account United States, and the District of a Columbia, and the term “U.S. person, unless pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.” (as defined in Regulation S) means: