Common use of Regulation S Exemption Clause in Contracts

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act of 1933, as amended (“Securities Act”) and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Each Purchaser understands that the Purchased Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the each Purchaser to acquire the Purchased Shares. In this regard, the each Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under pursuant to the Securities Act and that the Company Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser Investor understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser Investor to acquire the Shares. In this regard, the Purchaser Investor represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of the United States federal and state securities laws under Regulation S promulgated under the Securities Act of 1933, as amended, (the "Securities Act") and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Each Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of the United States federal and state securities laws under Regulation S promulgated under the Securities Act of 1933, as amended, (the “Securities Act”) and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the each Purchaser to acquire the Shares. In this regard, the each Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser Each Seller understands that the Consideration Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser such Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser Investor to acquire the SharesSecurities. In this regard, the Purchaser such Seller represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the such Purchaser to acquire the Purchased Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Such Purchaser understands that the Purchased Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the such Purchaser to acquire the Purchased Shares. In this regard, the such Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser Each Investor understands that the Purchased Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser each Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser each Investor to acquire the Purchased Shares. In this regard, the Purchaser each Investor represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands Purchase expressly agrees and acknowledges that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal Federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Such Purchaser understands that the Shares Securities are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the applicability of such exemptions exemption and the suitability of the such Purchaser to acquire the SharesSecurities. In this regardAccordingly, the such Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Purchaser’s Shares are being offered and sold to him, her or it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Purchaser’s Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands To the extent that the Shares are being offered and sold to it a Purchaser in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations(each, warrantiesa “Reg. S Purchaser”), agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under the Securities Act provided by Regulation S promulgated under the Securities Act Act, and that the Company is Sellers are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine carrying out the applicability of such exemptions and the suitability of the Purchaser to acquire the SharesTransaction. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of the United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser Seller understands that the Consideration Shares are being offered and sold to it Seller in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company Buyer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser Seller to acquire the Consideration Shares. In this regard, the Purchaser each Seller represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it such Purchaser in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments Purchaser’s representations and understandings of warranties contained in this Agreement in issuing the Purchaser set forth herein in order Shares to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the SharesPurchaser. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands expressly agrees and acknowledges that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities 1933 Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, represents warrants and agrees that:

Regulation S Exemption. The Purchaser Such Seller understands that the Upfront Shares are being offered and sold to it Seller in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company Buyer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser Seller to acquire the Upfront Shares. In this regard, the Purchaser each Seller represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants warrants, and agrees that:

Regulation S Exemption. The Purchaser Seller understands that the Shares Securities are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser Seller to acquire the SharesSecurities. In this regard, the Purchaser Seller represents, warrants and agrees that:

Regulation S Exemption. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the SharesSecurities. In this regard, the Purchaser represents, warrants and agrees that: