Common use of Offshore Transaction Clause in Contracts

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902(c) of Regulation S; (ii) at the time of execution of this Agreement, Subscriber was outside the United States and no offer of the Shares was made to the Subscriber within the United States; (iii) Subscriber purchased the Shares for its own account and not on behalf of any U.S. person, and the sale of the Shares had not been prearranged with any buyer in the United States and (iv) Subscriber is not a distributor as defined in Regulation S. The Subscriber covenants that all offers and sales of the Shares prior to the expiration of a period commencing on the Closing and ending one-year thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S.

Offshore Transaction. Subscriber represents and warrants to the Company that (i) ), Subscriber is not a "U.S. person" as that term is defined in Rule 902(c) of Regulation S; (ii) at the time of execution of this Agreement, . Subscriber was outside the United States and no offer of the Shares was made to the Subscriber within the United States; (iii) Subscriber purchased the Shares for its own account and not on behalf of any U.S. person, and the sale of the Shares had not been prearranged with any buyer in the United States and (iv) Subscriber is not a distributor as defined in Regulation S. The Subscriber covenants that all offers and sales of the Shares prior to the expiration of a and period commencing on the Closing and ending one-year thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. U S. persons and shall otherwise be made in compliance with the provisions of Regulation S.S

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902(c902(k) of Regulation S; (ii) at the time of execution of this Agreement, Subscriber was outside the United States and no offer of the Shares was made to the Subscriber within the United States; (iii) Subscriber purchased the Shares for its own account and not on behalf of any U.S. person, and the sale of the Shares had not been prearranged with any buyer in the United States and (iv) Subscriber is not a distributor as defined in Regulation S. The Subscriber covenants that all offers and sales of the Shares prior to the expiration of a period commencing on the Closing and ending one-year thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S.

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902(c) of Regulation S; , (ii) at the time of execution of this Agreement, Subscriber was outside the United States and no offer of the Shares was made to the Subscriber within the United States; (iii) Subscriber purchased the Shares for its own account and not on behalf of any U.S. person, and the sale of the Shares had not been prearranged with any buyer in the United States and (iv) Subscriber is not a distributor as defined in Regulation S. The Subscriber covenants that all offers and sales of the Shares prior to the expiration of a period commencing on the Closing and ending one-year thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S.

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902(c) of Regulation S; (ii) at the time of execution of this Agreement, Subscriber was outside the United States and no offer of the Shares was made to the Subscriber within the United States; (iii) Subscriber purchased the Shares for its own account and not on behalf of any U.S. person, and the sale of the Shares had not been prearranged with any buyer in the United States and (iv) Subscriber is not a distributor as defined in Regulation S. The Subscriber covenants that all offers and sales of the Shares prior to the expiration of a period commencing on the Closing and ending one-one- year thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S.