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

Non-U.S. Persons. The Subscriber is not a United States Person and hereby represents, warrants and covenants as follows: i. The Subscriber acknowledges and warrants that (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 benefit 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 the offer and 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 issuance of the Tokens to Subscriber, unless such Tokens are registered for sale in the United States pursuant to an effective registration statement under the Securities Act or another exemption from such registration is available. The Subscriber acknowledges that it has not engaged in any hedging transactions with regard to the 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 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 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. 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 of 1933 (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 represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the offering of the Tokens, including: (a) the legal requirements within its jurisdiction for the purchase of the Tokens; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Tokens. The Subscriber’s purchase and its continued beneficial ownership of the Tokens will not violate any applicable securities or other laws of the jurisdiction of its residence.

Non-U.S. Persons. The If the Subscriber is not a United States Person and hereby represents, warrants and covenants as follows: i. The Subscriber acknowledges and warrants that that, to the extent the 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 benefit 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 the offer and 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 issuance of the Tokens to Subscriber, unless such Tokens are registered for sale in the United States pursuant to an effective registration statement under the Securities Act or another exemption from such registration is available. The Subscriber acknowledges that it has not engaged in any hedging transactions with regard to the 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 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 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. viii. v. The Subscriber is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (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. ixvi. The Subscriber represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the offering of the Tokens, including: (a) the legal requirements within its jurisdiction for the purchase of the Tokens; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Tokens. The Subscriber’s purchase and its continued beneficial ownership of the Tokens will not violate any applicable securities or other laws of the jurisdiction of its residence.