Common use of OFAC Representation Clause in Contracts

OFAC Representation. (i) Buyer has checked the Office of Foreign Assets Control (“OFAC”) website at xxxx://xxx.xxxxx.xxx/ofac. Buyer represents that the amounts invested by it in the Company pursuant to this Agreement were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at xxxx://xxx.xxxxx.xxx/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (ii) To the best of Buyer’s knowledge, none of: (1) Buyer; (2) any person controlling or controlled by Buyer; (3) if Buyer is a privately-held entity, any person having a beneficial interest in Buyer; or (4) any person for whom Buyer is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. Buyer agrees to promptly notify the Company should Buyer become aware of any change in the information set forth in these representations. Buyer understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of Buyer, either by prohibiting additional subscriptions from Buyer and/or segregating the assets in the account in compliance with governmental regulations. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (iii) To the best of Buyer’s knowledge, none of: (1) Buyer; (2) any person controlling or controlled by Buyer; (3) if Buyer is a privately-held entity, any person having a beneficial interest in Buyer; or (4) any person for whom Buyer is acting as agent or nominee in connection with this investment is a senior foreign political figure,1 or any immediate family2 member or close associate3 of a senior foreign political figure, as such terms are defined in the footnotes below. (iv) Buyer is not affiliated with a non-U.S. banking institution (a “Foreign Bank”), and Buyer does not receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank.

OFAC Representation. (i) Buyer has checked the Office of Foreign Assets Control (“OFAC”) website at xxxx://xxx.xxxxx.xxx/ofac. Buyer a. Such Purchaser represents that the amounts invested by it in the Company pursuant to this Agreement Shares were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC the Officer of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <xxxx://xxx.xxxxx.xxx/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (ii) b. To the best of Buyersuch Purchaser’s knowledge, none of: (1) Buyersuch Purchaser; (2) any person controlling or controlled by Buyersuch Purchaser; (3) if Buyer such Purchaser is a privately-held entity, any person having a beneficial interest in Buyersuch Purchaser; or (4) any person for whom Buyer such Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. Buyer Such Purchaser agrees to promptly notify the Company should Buyer such Purchaser become aware of any change in the information set forth in these representations. Buyer Such Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of Buyersuch Purchaser, either by prohibiting additional subscriptions from Buyer such Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. Such Purchaser further acknowledges that the Company may, by written notice to such Purchaser, suspend the redemption rights, if any, of such Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (iii) c. To the best of Buyersuch Purchaser’s knowledge, none of: (1) Buyersuch Purchaser; (2) any person controlling or controlled by Buyersuch Purchaser; (3) if Buyer such Purchaser is a privately-held entity, any person having a beneficial interest in Buyersuch Purchaser; or (4) any person for whom Buyer such Purchaser is acting as agent or nominee in connection with this investment is a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political figure,1 party, or a senior executive of a foreign government-owned corporation, or any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure, or any immediate family2 family member or close associate3 associate of a senior foreign political figure, as such terms are defined in the footnotes below. (iv) Buyer . Such Purchaser is not affiliated with a non-U.S. banking institution (a “Foreign Bank”), and Buyer does not receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank.