Common use of No Solicitations or Sales to US Person Clause in Contracts

No Solicitations or Sales to US Person. The Lender acknowledges that the Notes cannot be sold in the United States as part of a United States "distribution" (as such term is defined in the federal securities laws of the United States). The Lender has not offered the Notes to any person in the United States or to any U.S. Person as that term is defined in Regulation S. The Lender has no reason to believe that the purchase of the Notes has been pre-arranged with a Lender in the United States. The Lender has not engaged in any "directed selling efforts" (as that term is defined in Regulation S) to re-sell the Notes into the United States or to US Persons; nor has the Lender conducted any general solicitation to sell the Shares to persons residing within the United States or to U.S. Persons. The Lender agrees that to the extent that it is a distributor, all offers and sales of the securities prior to the expiration of the registration period shall be made only in accordance with the provision of Rule 903 and Rule 904 under Regulation S; pursuant to registration of the shares under the Act, or pursuant to an exemption from the registration requirements of the Act.