definiens: ( as defined inRegulation S of the Securities Act ), unless such Shares are registered under the Securities Act and any applicable statesecurities or blue sky laws or such offer or sale is made pursuant to exemptions from the registration requirements of suchlaws, ( b ) the Shares are being offered and sold pursuant to the terms of Regulation S under the Securities Act, which permitssecurities to be sold to non in ( as defined in Regulation S ), subject to certain terms andconditions, ( c ) the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of theexemptions from registration under the Securities Act relied upon by the Company and the suitability of the Purchaser toacquire the Shares ; ( d ) the Shares have been offered and sold to the Purchaser in an and Purchaser hasnot engaged in any, as each such term is defined in Regulation S, and ( e ) in the view of the SEC, thestatutory basis for the exemption from registration claimed for this Offering would not be present if the Offering of the Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of theSecurities Act and, accordingly, the Purchaser is making the representations and warranties in this Article IV to evidence itscompliance with the applicable requirements of the Securities Act and that its participation in such Offering is not a part ofany such plan or scheme