No Registration of the DDA. (i) The Purchaser acknowledges and understands that (i) the DDA has not been registered under the Securities Act, the securities laws of any state or the securities laws of any other jurisdiction, nor is that registration contemplated, (ii) the DDA is being offered and sold under an exemption from registration provided under Regulation S under the Securities Act, (iii) the offering of these securities is being made only in those jurisdictions and to those persons where and to whom they may lawfully be offered for sale, and is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of these securities in the United States, (iv) no securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise, and (v) the transactions contemplated in the Offering Materials have not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization. The Purchaser will not be afforded the full set of protections provided under the Securities Act or comparable state law. The Purchaser acknowledges that the Token Issuer is entering into this Purchase Agreement in reliance upon the Purchaser’s representations, warranties and covenants made in this Section. (ii) The Purchaser represents and warrants that: (i) it is domiciled and has its principal place of business outside the United States; (ii) it is a not a U.S. person (as defined in Regulation S under the Securities Act) or is deemed not to be a U.S. person under Rule 902(k)(2) of Regulation S (a “Non-U.S. person”), and (iii) it is not acquiring the DDA and any Tokens deliverable pursuant to the DDA for the account or benefit of any U.S. person. (iii) 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” (as defined in Regulation S) means:
Appears in 4 contracts
Samples: Purchase Agreement (Blockstack Inc.), Purchase Agreement (Blockstack Token LLC), Safe (Simple Agreement for Future Equity) (Blockstack Inc.)
