Common use of Private Placement; Non-U.S. Person Clause in Contracts

Private Placement; Non-U.S. Person. The Purchaser Parties understand that (a) the Transferred Shares have not been registered under the Securities Act or any state securities Laws, by reason of their transfer by the Seller in a transaction exempt from the registration requirements thereof and (b) the Transferred Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities Laws or the securities laws of any applicable jurisdiction or is exempt from registration thereunder. Each Purchaser represents that it is not a U.S. Person and is located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act.

Private Placement; Non-U.S. Person. The Purchaser Parties understand understands that (a) the Transferred Sale Shares have not been registered under the Securities Act or any state securities Laws, by reason of their transfer by the Seller in a transaction exempt from the registration requirements thereof thereof, and (b) the Transferred Sale Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities Laws or the securities laws Laws of any applicable jurisdiction or is exempt from registration thereunder. Each The Purchaser represents that it is not a “U.S. Person person” and is located outside of the “United States”, as such terms are defined in Rule 902 of Regulation S under the Securities Act.