NEITHER THIS NOTE NOR THE COMMON SHARES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE COMMON...Convertible Note Agreement • January 28th, 2014 • Nord Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels)
THIS CONVERTIBLE NOTE MAY NOT BE CONVERTED INTO COMMON SHARES BY OR FOR THE ACCOUNT OR BENEFIT OF A "U.S. PERSON" OR A PERSON IN THE UNITED STATES, AND THE COMMON SHARES MAY NOT BE DELIVERED TO AN ADDRESS WITHIN THE UNITED STATES, UNLESS THE CONVERTIBLE NOTE AND THE UNDERLYING COMMON SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.
