Common use of Status; Purchase for Own Account Clause in Contracts

Status; Purchase for Own Account. The Selling Shareholder is not a “U.S. person” as defined in Rule 902 of Regulation S under the Securities Act. The Selling Shareholder is acquiring the applicable Subscription Shares outside the United States in reliance upon the exemption from registration provided by Regulation S under the Securities Act, and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. The Selling Shareholder has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the applicable Subscription Shares. The Selling Shareholder is capable of bearing the economic risks of its investment, including a complete loss thereof. The Subscription Shares will be acquired for the Selling Shareholder’s own account, not as a nominee or agent and not with a view to or in connection with the sale or distribution of any part thereof. The Selling Shareholder does not have any direct or indirect arrangement, or understanding with any other Persons regarding the distribution of the Subscription Shares in violation of the Securities Act or any other applicable state securities law.