Common use of Regulation S Reselling Clause in Contracts

Regulation S Reselling. Trust may, from time-to-time, resell some or all of the Shares in qualifying transactions effected pursuant to Securities and Exchange Commission Regulation S. In such event, Trust shall have the sole responsibility to ensure, among other things, that any sales made by it directly or by brokers employed by it will be effected to non-U.S. Persons, that any brokers employed by it are qualified to effect such resales by the applicable laws of the jurisdiction in which the broker operates and the purchasers reside, and that it will provide instructions to the Company’s transfer agent that the Shares shall contain an appropriate legend restricting further resale. Trust furthermore agrees that any disclosure statement used by it in connection with any such offer or sale shall be limited solely to documents either prepared by the Company (although the Company specifically disclaims any obligation to prepare such document), or filed by the Company with the Securities and Exchange Commission. Provided that resale is conducted in accordance with the restrictions provided for herein, Company agrees to register any Shares sold by Trust in its share ledger in the name of the purchaser. Trust understands and agrees that the sale of any Shares under these provisions will not establish any rights in favor of the purchaser beyond those rights granted to Trust, and further agrees to inform any broker or purchaser with respect to the rights, obligations and limitations applicable to it as set out in this Agreement.

Regulation S Reselling. Trust may, from time-to-time, resell some or all of the Shares in qualifying transactions effected pursuant to Securities and Exchange Commission Regulation S. In such event, Trust shall have the sole responsibility to ensure, among other things, that any sales made by it directly or by brokers employed by it will be effected to non-U.S. Persons, that any brokers employed by it are qualified to effect such resales by the applicable laws of the jurisdiction in which the broker operates and the purchasers reside, and that it will provide instructions to the Company’s transfer agent that the Shares shall contain an appropriate legend restricting further resale. Trust furthermore agrees that any disclosure statement used by it in connection with any such offer or sale shall be limited solely to documents either prepared by the Company (although the Company specifically disclaims any obligation to prepare such document), or filed by the Company with the Securities and Exchange Commission. Provided that resale is conducted in accordance with the restrictions provided for herein, Company agrees to register any Shares sold by Trust in its share ledger in the name of the purchaser. Trust understands and agrees that the sale of any Shares under these provisions will not establish any rights in favor of the purchaser beyond those rights granted to Trust, and further agrees to inform any broker or purchaser with respect to the rights, obligations and limitations applicable to it as set out in this Agreement.