Common use of No Registration; Regulation S Clause in Contracts

No Registration; Regulation S. FRHL and each FRHL Shareholder has been advised and acknowledges: (i) that the Securities have not been, and when issued, will not be registered under the Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) that in issuing and selling the Securities to FRHL or the FRHL Shareholder pursuant hereto, WT is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; (iii) that 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 period of one year following the Closing Date; (iv) that, notwithstanding the foregoing, during 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: (A) 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 Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and to a Non-U.S. Person.

No Registration; Regulation S. FRHL and each FRHL Shareholder Purchaser has been advised and acknowledges: (i) that the Securities have not been, and when issued, will not be registered under the 1933 Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) that in issuing and selling the Securities to FRHL or Purchaser, the FRHL Shareholder pursuant hereto, WT Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; (iii) that 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 period of one year following the Closing Date; (iv) that, notwithstanding the foregoing, during 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: (A) 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 Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and is not made to a Non-U.S. Person.

No Registration; Regulation S. FRHL and each FRHL Shareholder Purchaser has been advised and acknowledges: (i) that the Securities have not been, and when issued, will not be registered under the 1933 Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) that in issuing and selling the Securities to FRHL or Purchaser, the FRHL Shareholder pursuant hereto, WT Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; (iii) that 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 period of one year following the Closing Date; (iv) that, notwithstanding the foregoing, during 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: (A) 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 Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and is not made to a Non-U.S. Person.. Securities Purchase Agreement (Reg S)

No Registration; Regulation S. FRHL and each FRHL Shareholder Purchaser has been advised and acknowledges: (i) that the Securities 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) that in issuing and selling the Securities Shares to FRHL or Purchaser, the FRHL Shareholder pursuant hereto, WT Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(24(a)(2) under the Act; (iii) that 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 period of one year following the Closing DateRestricted Period; (iv) that, notwithstanding the foregoing, during 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: (A) 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 Shares 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 (B) the offer and sale is outside the United States and is not made to a Non-U.S. Person.