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

Non-U.S. Persons. The certificate representing the Crown USA Shares issued on Closing to the Vendor will be endorsed with a restrictive legend substantially in the same form set out below pursuant to the provisions of the Securities Act in order to reflect the fact that the Crown USA Shares are restricted securities and will be issued to the Vendor pursuant to a safe harbor from the registration requirements of the Securities Act: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. The Vendor is a non-U.S. Person and hereby agrees to complete and execute a Certificate of Non-U.S. Selling Shareholder in substantially the form set out in Schedule 2.3 attached hereto. The Vendor agrees that the representations set out in the said certificate, as executed by the Vendor will be true and correct as of the Closing Date.

Non-U.S. Persons. The certificate All certificates representing the Crown USA Deeas Shares issued on Closing to the Vendor non U.S. Persons will be endorsed with a restrictive legend legends substantially in the same form set out below as the following legend pursuant to the provisions of the Securities Act 1933 Act, in order to reflect the fact that the Crown USA Deeas Shares are restricted securities and will be issued to the Vendor Selling Shareholders pursuant to a safe harbor from the registration requirements of the Securities 1933 Act: “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "“UNITED STATES" ” AND "“U.S. PERSON" ” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. The Vendor .”; Each Selling Shareholder who is a non-non U.S. Person and hereby agrees to complete and execute a Schedule 11 “Certificate of Non-Non U.S. Selling Shareholder”. Each Selling Shareholder in substantially the form set out in Schedule 2.3 attached hereto. The Vendor agrees that the representations set out in the said certificate, Schedule 11 as executed by the Vendor Selling Shareholder will be true and correct as of the Closing Date.

Non-U.S. Persons. The certificate representing the Crown USA Shares issued on Closing to the Vendor will be endorsed with a restrictive legend substantially Recipients are not “U.S. Persons” as defined in the same form set out below pursuant to the provisions Rule 902(k) of Regulation S of the Securities Act in order to reflect the fact (“Regulation S”) (each a “Non-U.S. Shareholder”) and understand that the Crown USA Shares are restricted securities not registered under the Securities Act and will that the issuance thereof to such Shareholder is intended to be issued to exempt from registration under the Vendor Securities Act pursuant to a safe harbor from Regulation S. The Recipients have no intention of becoming U.S. Persons. At the registration requirements time of the Securities Actorigination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each Shareholder was outside of the United States. Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THE SECURITIES REPRESENTED HEREBY HAVE BEEN ARE BEING OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON INVESTORS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “SECURITIES ACT"”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN ) AND WITHOUT REGISTRATION WITH THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.” “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACTS, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSFROM REGISTRATION. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. The Vendor is a non-U.S. Person and hereby agrees to complete and execute a Certificate of Non-U.S. Selling Shareholder in substantially the form set out in Schedule 2.3 attached hereto. The Vendor agrees that the representations set out in the said certificate, as executed by the Vendor will be true and correct as of the Closing Date.SECURITIES