Common use of Offshore Transaction Clause in Contracts

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the its Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant heretoto this Agreement and the other Transaction Documents, the Company is relying upon the exemption from registration provided by Regulation S. S under the Securities Act. The Purchaser is acquiring the Purchased Shares in an offshore transaction executed in reliance upon the exemption from registration provided by Regulation S.S under the Securities Act.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares Notes to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares Notes in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Such Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the such Purchaser pursuant heretoto this Agreement and the other Transaction Documents, the Company is relying upon the exemption from registration provided by Regulation S. The S under the Securities Act. Such Purchaser is acquiring acknowledges that at the Purchased Shares in an offshore transaction in reliance upon time of the exemption from registration provided by Regulation S.origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, such Purchaser was outside of the United States.

Offshore Transaction. The Such Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the such Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Such Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The relevant Purchaser has been advised and acknowledges that in issuing the Purchased Shares Securities to the such Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The relevant Purchaser is acquiring the Purchased relevant Subscription Shares in an offshore transaction executed in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares Notes and the Warrants to the Purchaser pursuant hereto, the Company Issuer is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares Notes and the Warrants in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Such Purchaser has been advised and acknowledges that in issuing the Purchased Subscription Shares to the such Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Such Purchaser is acquiring the Purchased Subscription Shares in an offshore transaction transactions in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares Securities to the Purchaser pursuant heretoto this Agreement, the Notes and the other Transaction Documents, the Company is relying upon the exemption from registration provided by Regulation S. S under the Securities Act. The Purchaser is acquiring the Purchased Shares Securities in an offshore transaction executed in reliance upon the exemption from registration provided by Regulation S.S under the Securities Act.

Offshore Transaction. The Such Purchaser has been advised and acknowledges that in issuing the Purchased Subscription Shares to the such Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The S promulgated under the Securities Act. Such Purchaser is acquiring the Purchased Subscription Shares in an offshore transaction transactions as such term is defined in reliance upon Rule 902 of Regulation S promulgated under the exemption from registration provided by Regulation S.Securities Act.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares and Additional Purchased Shares to the Purchaser it pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares and Additional Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares Notes to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares Notes in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares Securities to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The relevant Purchaser is acquiring the Purchased relevant Subscription Shares in an offshore transaction executed in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares Securities to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares Securities in an offshore transaction transactions in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the its Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser Buyer has been advised and acknowledges that in issuing selling the Purchased Sale Shares to the Purchaser the Buyer pursuant hereto, the Seller and the Company is are relying upon the exemption from registration provided by Regulation S. The Purchaser Buyer is acquiring the Purchased Sale Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Subscription Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. S promulgated under the Securities Act. The Purchaser is acquiring the Purchased Subscription Shares in an offshore transaction transactions as such term is defined in reliance upon Rule 902 of Regulation S promulgated under the exemption from registration provided by Regulation S.Securities Act.

Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant heretoto this Agreement and the other Transaction Documents, the Company is relying upon the exemption from registration provided by Regulation S. U.S. federal and state securities Laws. The Purchaser is acquiring the Purchased Shares in an offshore transaction executed in reliance upon the exemption from registration provided by Regulation S.S under the Securities Act.]

Offshore Transaction. The Such Purchaser has been advised and acknowledges that in issuing the Purchased Shares Securities to the such Purchaser pursuant heretoto this Agreement, the Note and the other Transaction Documents, the Company is relying upon the exemption from registration provided by Regulation S. The S under the Securities Act. Such Purchaser is acquiring the Purchased Shares Securities in an offshore transaction executed in reliance upon the exemption from registration provided by Regulation S.S under the Securities Act.