Not a U.S. Person. It is not a “U.S. person” as defined in Rule 902 of Regulation S; it is not organized or incorporated under the laws of any United States jurisdiction; and it was not formed for the purpose of investing in securities not registered under the Securities Act. It is purchasing the Subscription Shares for its own account. The Subscriber’s principal place of business is located outside of the United States, and at the time of entering into this Agreement and at the Completion Date, the Subscriber was located outside the United States.
Not a U.S. Person. Purchaser (i) is domiciled and has its principal place of business outside the United States; (ii) certifies it is not acquiring the Securities for the account or benefit of any U.S. Person; and (iii) certifies that at the time of the Closing, Purchaser will be located outside the United States. Furthermore, the Purchaser certifies that the Purchaser is not any of the following (a “U.S. Person”):
(i) a natural person resident in the United States;
(ii) a partnership or corporation organized or incorporated under the laws of the United States;
(iii) an estate of which any executor or administrator is a U.S. person;
(iv) a trust of which any trustee is a U.S. person;
(v) an agency or branch of a foreign entity located in the United States;
(vi) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
(vii) a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or
(viii) a partnership or corporation organized or incorporated under the laws of any foreign jurisdiction, that has been is formed by a U.S. person.
Not a U.S. Person. The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S.
Not a U.S. Person. The Adira Shareholder is not a “U.S. Person” as defined by Regulation S of the Securities Act, as set forth below, and is not acquiring the Adira Shares for the account or benefit of a U.S. Person. A “U.S. Person” is defined by Regulation S of the Act to be any person who is (a) any natural person resident in the United States; (b) any partnership or corporation organized or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a U.S. person; (d) any trust of which any trustee is a U.S. person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and (g) any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited Subscribers as defined in Section 230.501(a) of the Act who are not natural persons, estates or trusts.
Not a U.S. Person. The Purchaser is not a “U.S. person” or “a person in the United States” within the meaning of Regulation S promulgated under the Securities Act.
Not a U.S. Person. The Subscriber, and any Beneficial Purchaser on whose behalf the Subscriber is acting, is not a “U.S. Person” as defined in Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), the definition of which includes: an individual resident in the United States; an estate or trust of which any executor, administrator or trustee is a U.S. Person; and any partnership or corporation organized or incorporated under the laws of the United States, and:
(i) the Subscriber was outside the United States at the time of execution and delivery of this Agreement;
(ii) no offers to sell the Units were made by any person to the Subscriber while the Subscriber was in the United States;
(iii) the Units are not being acquired, directly or indirectly, for the account of or benefit of a U.S. Person or a person resident in the United States; and
(iv) the Subscriber acknowledges that the Units have not been registered under the 1933 Act, and it undertakes and agrees that it will not offer or sell the Units in the United States without registration under the 1933 Act and any applicable securities laws of the United States.
Not a U.S. Person. Buyer is not a U.S. person as defined and indicated in Buyer’s Acknowledgements and Article 2.2 hereof.
Not a U.S. Person. Buyer is not a U.S. Person. Neither this Agreement nor Whitepaper are targeted at U.S. Persons. WINS Tokens are not offered to U.S. Persons who are strictly prohibited and restricted from making Payments and/or using WINS Smart Contract and/or purchasing WINS Tokens in line with Section 4.7(c) hereof.
Not a U.S. Person. Buyer is not a U.S. person.
Not a U.S. Person. The Shareholder hereby certifies that he, she, or it is not: (i) a “U.S. Person”, as defined in Rule 902(k) of Regulation S promulgated under the Securities Act; (ii) acquiring the Common Stock for the account or benefit of any U.S. Person; and (iii) a U.S. Person who purchased the Common Stock in a transaction that did not require registration under the Securities Act.
