Common use of Regulation S Exemption Clause in Contracts

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: (i) The Purchaser is not a U.S. Person and is not an Affiliate of the Company and is not acquiring the Purchaser’s Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:

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: (i) a. The Purchaser is not a U.S. Person (as defined below) and is not an Affiliate affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Purchaser’s Shares for the account or benefit of a U.S. PersonCompany. A “U.S. Person” Person means any one of the following:

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: (i) The Purchaser is not a U.S. Person (as defined below) and is not an Affiliate affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Purchaser’s Shares for the account or benefit of a U.S. PersonCompany. A “U.S. Person” Person means any one of the following:

Regulation S Exemption. The Purchaser understands that the Purchaser’s Shares Securities 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 SharesSecurities. In this regard, the Purchaser represents, warrants and agrees that: (i) The Purchaser is not a U.S. Person and is not an Affiliate of the Company and is not acquiring the Purchaser’s Shares Securities for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:

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 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 Purchaser’s Shares. In this regard, the Purchaser represents, warrants and agrees that: (i) : The Purchaser is not a U.S. Person (as defined below and as defined in Regulation S) and is not an Affiliate affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Purchaser’s Shares for the account or benefit of a U.S. PersonCompany. A “U.S. Person” means Person includes any one of the following:

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: (i) i. The Purchaser is not a U.S. Person and is not an Affiliate of the Company and is not acquiring the Purchaser’s Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following: