ii.In issuing and selling the Shares to the Purchaser pursuant hereto, the Company is relying upon the safe harbor provided by Regulation S under the Securities Act (Regulation S); and
iii.It is a condition to the availability of the Regulation S safe harbor that the Shares not be offered or sold in the United States or to a U.S. person until the expiration of a period of one year following the exercise date (the Restricted Period).
c.The Purchaser agrees that with respect to the Shares until the expiration of the Restricted Period:
i.The Purchaser, his or her agents or his or her representatives have not and will not (A) solicit offers to buy, (B) offer for sale or (C) sell any of the Shares, or any beneficial interest therein in the United States or to or for the account of a U.S. person during the Restricted Period;
ii.Notwithstanding the foregoing, prior to the expiration of the Restricted Period, the Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with Sections 901 through 905 of Regulation S and either: (A) in the case of an offer or sale within the United States or to or for the account of a U.S. person, the securities are offered and sold pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 under the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to and for the account and benefit of a Non-U.S. person, and the purchaser certifies the same; and
iii.The Purchaser, his or her agents or his or her representatives have not and will not engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.
The foregoing restrictions are binding upon subsequent transferees of the Shares as though such transferees were the original purchaser, except for transferees pursuant to an effective registration statement. The Purchaser agrees that after the Restricted Period, the Shares may be offered or sold within the United States or to or for the account or benefit of a U.S. person only pursuant to applicable securities laws.
d.Neither the Purchaser nor any of his or her affiliates has engaged, nor is he or she aware that any other party has engaged, and the Purchaser will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Section 902(c) of Regulation S) in the United States with respect to the Shares.
e.The Purchaser is not a distributor (as defined in Regulation S) or a dealer (as defined in the Securities Act).
f.The Purchaser acknowledges and agrees that the sale, disposition or transfer of the Shares by the Purchaser is restricted by U.S. federal securities laws and that any resale of the Shares shall be made only in accordance with the provisions of Regulation S, pursuant to registration of the Securities under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act.
g.All offering materials and documents used in connection with offers and sales of the Shares prior to the expiration of the Restricted Period shall include statements to the effect that the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons other than distributors, unless the Shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Such offering materials and documents must also state that hedging transactions involving the Shares may not be conducted unless in compliance with the Securities Act.
h.As used herein, the term United States means and includes the United States of America, its territories and possessions, any State of the United States, and the District of Columbia, and the term U.S. person (as defined in Section 902(k) of Regulation S) means:
i.any natural person resident in the United States;
ii.any partnership or corporation organized or incorporated under the laws of the United States;