Common use of Non-U.S. Persons Clause in Contracts

Non-U.S. Persons. Subscriber further represents and warrants to the Company that: (a) it is acquiring the Units in an offshore transaction pursuant to Regulation S and the Subscriber was outside the United States when receiving and executing this Agreement; (b) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Units; provided, however, that the Subscriber may sell or otherwise dispose of the Units pursuant to registration of the Units under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (c) the Subscriber understands and agrees that offers and sales of any of the Units prior to the expiration of a period of one year after the date of transfer of the Units under this Agreement (the "Distribution Compliance Period"), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom, and in each case only in accordance with all applicable securities laws; (d) the Subscriber understands and agrees not to engage in any hedging transactions involving the Units prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities Act; and (e) the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Units; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units. The Subscriber's subscription and payment for, and its continued beneficial ownership of the Units, will not violate any applicable securities or other laws of the Subscriber's jurisdiction.

Non-U.S. Persons. The Subscriber further represents is not a United States Person and hereby represents, warrants and covenants as follows: i. The Subscriber acknowledges and warrants that, to the Company that: (a) it is acquiring extent the Units in an offshore transaction pursuant to Regulation S and the Subscriber was outside the United States when receiving and executing this Agreement; (b) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Units; provided, however, that the Subscriber may sell or otherwise dispose of the Units pursuant to registration of the Units under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (c) the Subscriber understands and agrees that offers and sales of any of the Units prior to the expiration of a period of one year after the date of transfer of the Units under this Agreement (the "Distribution Compliance Period"), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act are applicable to such Subscriber’s purchase, (a) the issuance and sale to the Subscriber of the Tokens is intended to be exempt from the registration requirements of the Securities Act, pursuant to the provisions of Regulation S; (b) it is not a United States Person and is not acquiring the Tokens for the account or an exemption therefrombenefit of any United States Person; and (c) the offer and sale of the Tokens has not taken place, and is not taking place, within the United States of America or its territories or possessions. The Subscriber acknowledges that all offers the offer and sales sale of the Tokens has taken place, and is taking place in an “offshore transaction,” as such term is defined in Regulation S. ii. The Subscriber acknowledges and agrees that, pursuant to the provisions of Regulation S, the Tokens cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any United States Person or within the United States of America or its territories or possessions for a period of 12 months after the Distribution Compliance Period shall be made only issuance of the Tokens to Subscriber, unless such Tokens are registered for sale in compliance with the United States pursuant to an effective registration provisions of statement under the Securities Act or an another exemption therefrom, and in each case only in accordance with all applicable securities laws; (d) the from such registration is available. The Subscriber understands and agrees acknowledges that it has not to engage engaged in any hedging transactions involving the Units prior with regard to the end Tokens. iii. The Subscriber consents to the placement of a legend on any certificate, note or other instrument (if any) evidencing the Tokens and understands that the Company will be required to refuse to register any transfer of Tokens not made in accordance with applicable U.S. securities laws. iv. The Subscriber is not a “distributor” of securities, as that term is defined in Regulation S, nor a dealer in securities. The Subscriber is purchasing the Tokens as principal for its own account, for investment purposes only and not with an intent or view towards further sale or distribution (as such term is used in Securities Act §2(11)) thereof, and has not pre-arranged any sale with any other purchaser and has no plans to enter into any such agreement or arrangement. v. The Subscriber it not an Affiliate of the Distribution Compliance Period unless Company nor is any Affiliate of the Subscriber an Affiliate of the Company. An “Affiliate” is an individual or corporation, partnership, trust, incorporate or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each of the foregoing, a “Person”) that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such transactions terms are used in and construed under Rule 405 under the Securities Act. Any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Subscriber will be deemed to be an Affiliate of the Subscriber. vi. The Subscriber understands that the Tokens have not been registered under the Securities Act or the securities laws of any state and are subject to substantial restrictions on resale or transfer. The Tokens are “restricted securities” within the meaning of Regulation S, promulgated under the Securities Act. vii. The Subscriber acknowledges that the Tokens may only be sold offshore in compliance with Regulation S or pursuant to an effective registration statement under the Securities Act or another exemption from such registration, if available. In connection with any resale of the Tokens under Regulation S, the Company will not register a transfer not made in accordance with Regulation S, under an effective registration statement under the Securities Act or in accordance with another exemption from the Securities Act; , and any receipt of related xx coins may be void if such resale conditions are not complied with by Subscriber. viii. The Subscriber is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act (e) a “Disqualification Event”), and there is no proceeding or investigation pending or, to the knowledge of Subscriber, threatened by any governmental authority, that would reasonably be expected to become the basis for a Disqualification Event. ix. The Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use offering of this Agreementthe Tokens, including: (ia) the legal requirements within its jurisdiction for the purchase of the UnitsTokens; (iib) any foreign exchange restrictions applicable to such purchase; (iiic) any governmental or other consents that may need to be obtained; and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the UnitsTokens. The Subscriber's subscription and payment for, ’s purchase and its continued beneficial ownership of the Units, Tokens will not violate any applicable securities or other laws of the Subscriber's jurisdictionjurisdiction of its residence.

Non-U.S. Persons. None of the Units, the Shares, the Warrants or the shares underlying the Warrants have been registered for sale in any jurisdiction. Subscriber further represents and warrants to the Company that: (a) it is acquiring the Units in an offshore transaction pursuant to Regulation S and the Subscriber was outside the United States when receiving and executing this Agreement; (b) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Units; provided, however, that the Subscriber may sell or otherwise dispose of the Units pursuant to registration of the Units under the Securities 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (c) the Subscriber understands and agrees that offers and sales of any of the Units prior to the expiration of a period of one year after the date of transfer of the Units Securities under this Agreement (the "“Distribution Compliance Period"”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities 1933 Act or an exemption therefrom, and in each case only in accordance with all applicable securities laws; (d) the Subscriber understands and agrees not to engage in any hedging transactions involving the Units Securities prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities 1933 Act; and (e) the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the UnitsUnits without the use by the Company of an offering memorandum; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units. The Subscriber's ’s subscription and payment for, and its continued beneficial ownership of the Units, will not violate any applicable securities or other laws of the Subscriber's ’s jurisdiction.. NON-US PERSONS PLEASE INITIAL _______________

Non-U.S. Persons. None of the Units, the Shares, the Warrants or the shares underlying the Warrants have been registered for sale in any jurisdiction. Subscriber further represents and warrants to the Company that: (a) it is acquiring the Units in an offshore transaction pursuant to Regulation S and the Subscriber was outside the United States when receiving and executing this Agreement; (b) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Units; provided, however, that the Subscriber may sell or otherwise dispose of the Units pursuant to registration of the Units under the Securities 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (c) the Subscriber understands and agrees that offers and sales of any of the Units prior to the expiration of a period of one year after the date of transfer of the Units Securities under this Agreement (the "“Distribution Compliance Period"”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities 1933 Act or an exemption therefrom, and in each case only in accordance with all applicable securities laws; (d) the Subscriber understands and agrees not to engage in any hedging transactions involving the Units Securities prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities 1933 Act; and (e) the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the UnitsUnits without the use by the Company of an offering memorandum; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units. The Subscriber's ’s subscription and payment for, and its continued beneficial ownership of the Units, will not violate any applicable securities or other laws of the Subscriber's ’s jurisdiction.. ARTL SUBSCRIPTION AGREEMENT NON-US PERSONS PLEASE INITIAL___________

Non-U.S. Persons. If the Subscriber is not a “U.S. Person” as defined in Regulation S, the Subscriber further represents and warrants to the Company that: : (a) it is acquiring the Units in an offshore transaction pursuant to Regulation S and the Subscriber was outside the United States when receiving and executing this Agreement; ; (b) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Units; provided, however, that the Subscriber may sell or otherwise dispose of the Units pursuant to registration of the Units under the Securities 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; ; (c) the Subscriber understands and agrees that offers and sales of any of the Units prior to the expiration of a period of one year after the date of transfer of the Units under this Agreement (the "“Distribution Compliance Period"”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities 1933 Act or an exemption therefrom, and in each case only in accordance with all applicable securities laws; ; (d) the Subscriber understands and agrees not to engage in any hedging transactions involving the Units prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities 1933 Act; and and (e) the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Units; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units. The Subscriber's ’s subscription and payment for, and its continued beneficial ownership of the Units, will not violate any applicable securities or other laws of the Subscriber's ’s jurisdiction.

Non-U.S. Persons. Subscriber further represents and warrants to the Company thatthat if it a non-US Person: (a) it is acquiring the Units in an offshore transaction pursuant to Regulation S and the Subscriber was outside the United States when receiving and executing this Agreement; (b) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Units; provided, however, that the Subscriber may sell or otherwise dispose of the Units pursuant to registration of the Units under the Securities 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (c) the Subscriber understands and agrees that offers and sales of any of the Units prior to the expiration of a period of one year after the date of transfer of the Units under this Agreement (the "“Distribution Compliance Period"”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities 1933 Act or an exemption therefrom, and in each case only in accordance with all applicable securities laws; (d) the Subscriber understands and agrees not to engage in any hedging transactions involving the Units prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities 1933 Act; and (e) the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Units; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units. The Subscriber's ’s subscription and payment for, and its continued beneficial ownership of the Units, will not violate any applicable securities or other laws of the Subscriber's ’s jurisdiction.

Non-U.S. Persons. The Subscriber represents and warrants that is not a “U.S. Person” as defined in Regulation S and as set forth in Section 6.19 hereof. The Subscriber further represents and warrants to the Company that: : (a) it is acquiring the Units shares in an offshore transaction pursuant to Regulation S and the Subscriber was outside the United States when receiving and executing this Agreement; ; (b) the Subscriber has not acquired the Units shares as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S) in the United States in respect of the Units shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Unitsshares; provided, however, that the Subscriber may sell or otherwise dispose of the Units shares pursuant to registration of the Units shares under the Securities 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; ; (c) the Subscriber understands and agrees that offers and sales of any resale of the Units prior to the expiration of a period of one year after the date of transfer of the Units under this Agreement (the "Distribution Compliance Period"), shall only Shares must be made in compliance accordance with the safe harbor provisions set forth in this Regulation SS (Rule 901 through Rule 905, pursuant to and Preliminary Notes), the registration provisions requirements of the Securities Act or an exemption therefrom. Any “restricted securities,” as defined in Rule 144, and that all offers and sales after the Distribution Compliance Period shall are equity securities of a domestic issuer will continue to be deemed to be restricted securities, notwithstanding that they were acquired in a resale transaction made only in compliance with the registration provisions of the Securities Act pursuant to Rule 901 or an exemption therefrom, and in each case only in accordance with all applicable securities laws; Rule 904. (d) the Subscriber understands and agrees not to engage in any hedging transactions involving the Units shares prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities 1933 Act; and and (e) the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units shares or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Unitsshares; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Unitsshares. The Subscriber's ’s subscription and payment for, and its continued beneficial ownership of the Unitsshares, will not violate any applicable securities or other laws of the Subscriber's ’s jurisdiction.

Non-U.S. Persons. Subscriber The Investor represents and warrants that it is not a “U.S. Person” as defined in Regulation S. The Investor further represents and warrants to the Company that: : (a) it is acquiring the Units shares in an offshore transaction pursuant to Regulation S and the Subscriber Investor was outside the United States when receiving and executing this Agreement; ; (b) the Subscriber Investor has not acquired the Units Subscription Shares as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S) in the United States in respect of the Units shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Unitsshares; provided, however, that the Subscriber Investor may sell or otherwise dispose of the Units shares pursuant to registration of the Units shares under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; ; (c) the Subscriber Investor understands and agrees that offers and sales of any resale of the Units prior to the expiration of a period of one year after the date of transfer of the Units under this Agreement (the "Distribution Compliance Period"), shall only Shares must be made in compliance accordance with the safe harbor provisions set forth in this Regulation SS (Rule 901 through Rule 905 promulgated thereunder), pursuant to the registration provisions requirements of the Securities Act and/or the Securities Exchange Act, or an exemption therefromthere from. Any “restricted securities,” as defined in Rule 144, and that all offers and sales after the Distribution Compliance Period shall are equity securities of a US domestic issuer will continue to be deemed to be restricted securities, notwithstanding that they were acquired in a resale transaction made only in compliance with the registration provisions of the Securities Act pursuant to Rule 901 or an exemption therefrom, and in each case only in accordance with all applicable securities laws; Rule 904. (d) the Subscriber Investor understands and agrees not to engage in any hedging transactions involving the Units Subscription Shares prior to the end of the Distribution Compliance Period (as such term is defined under Regulation S) unless such transactions are in compliance with the Securities Act; and and (e) the Subscriber Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units Subscription Shares or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Units; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtainedSubscription Shares; and (ivii) the income tax and other tax Tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the UnitsSubscription Shares. The Subscriber's subscription Investor’s execution of this Agreement and payment for, and performance of its continued beneficial ownership obligations hereunder are within the powers of the UnitsInvestor, will not violate any applicable securities or other laws of the Subscriber's jurisdictioncomply with Investor’s constitutional documents.

Non-U.S. Persons. Subscriber If Purchaser is not a “U.S. Person” as defined in Regulation S, Purchaser further represents and warrants to the Company that: : (ai) it is acquiring the Units Securities in an offshore transaction pursuant to Regulation S and the Subscriber Purchaser was outside the United States when receiving and executing this Agreement; SPA; (bii) the Subscriber Purchaser has not acquired the Units Securities as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S) in the United States in respect of the Units Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the UnitsSecurities; provided, however, that the Subscriber Purchaser may sell or otherwise dispose of the Units Securities pursuant to registration of the Units Securities under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; ; (ciii) during the Subscriber six month distribution compliance period set forth in Regulation S (the “Distribution Compliance Period”), Purchaser understands and agrees that offers and sales of any of the Units prior to the expiration of a period of one year after the date of transfer of the Units under this Agreement (the "Distribution Compliance Period"), Securities shall only be made pursuant to an effective registration statement as to such Securities or in compliance with the safe harbor provisions set forth in Regulation S, pursuant to S (which the registration provisions purchaser of the Securities Act (other than a distributor) certifies that it is not a U.S. person and is not acquiring the Securities for the account or an exemption therefrom, and benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that all offers and sales after did not require registration under the Securities Act); following the Distribution Compliance Period shall be made only in compliance with the registration provisions offers and sales of the Securities Act may be effected by Purchaser solely pursuant to an effective registration statement as to such Securities or an exemption therefromfrom the registration requirements of the Securities Act, and in each case only in accordance with all other applicable securities laws; ; (div) the Subscriber Purchaser understands and agrees not to engage in any hedging transactions involving the Units prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities ActSecurities; and and (ev) the Subscriber Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units Securities or any use of this AgreementSPA, including: (i) the legal requirements within its jurisdiction for the purchase of the UnitsSecurities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the UnitsSecurities. The Subscriber's Purchaser’s subscription and payment for, and its continued beneficial ownership of the UnitsSecurities, will not violate any applicable securities or other laws of Purchaser’s jurisdiction of residency as set forth on the Subscriber's jurisdictionsignature page hereto.