Common use of Compliance with Federal Securities Laws Clause in Contracts

Compliance with Federal Securities Laws. You will comply with all applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, including Regulation D. Specifically, but without limitation, neither you nor any person acting on your behalf will offer the Shares by means of any form of general solicitation or general advertising nor to any person or entity unless you or your licensed personnel have a substantial pre-existing business relationship with such person or entity. No advertisement, article, notice or other communication regarding the Offering will be published by you in any newspaper, magazine or similar medium or broadcast over television or radio. Neither you nor any of your agents will sponsor, hold or participate in any seminar or meeting regarding the Offering at which the persons attending have been invited by any general solicitation or general advertising. You and any person acting on your behalf will make offers of the Shares only to persons whom you and your agents have reasonable grounds to believe and do believe: (a) have such knowledge and experience in business and financial matters (either alone or together with a purchaser representative) that they are capable of evaluating the merits and risks of the prospective investment and of protecting their own interests in connection with the transaction and (b) meet the investor suitability requirements contained in the Memorandum. You and any person acting on your behalf will cooperate with the Companies so that the Shares are sold only to "accredited investors" as such term is defined in Rule 501 of Regulation D and you and your agents will exercise reasonable care to ensure that a purchaser is not an underwriter within the meaning of Section 2(11) of the Securities Act.

Compliance with Federal Securities Laws. You will comply with all applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, including Regulation D. Specifically, but without limitation, neither you nor any person acting on your behalf will offer the Preferred Shares by means of any form of general solicitation or general advertising nor to any person or entity unless you or your licensed personnel have a substantial pre-existing business relationship with such person or entity. No advertisement, article, notice or other communication regarding the Offering will be published by you in any newspaper, magazine or similar medium or broadcast over television or radio. Neither you nor any of your agents will sponsor, hold or participate in any seminar or meeting regarding the Offering at which the persons attending have been invited by any general solicitation or general advertising. You and any person acting on your behalf will make offers of the Preferred Shares only to persons whom you and your agents have reasonable grounds to believe and do believe: (a) have such knowledge and experience in business and financial matters (either alone or together with a purchaser representative) that they are capable of evaluating the merits and risks of the prospective investment and of protecting their own interests in connection with the transaction and (b) meet the investor suitability requirements contained in the MemorandumMemorandum and the Subscription Documents. You and any person acting on your behalf will cooperate with the Companies Company so that the Preferred Shares are offered and sold only to "accredited investors" as such term is defined in Rule 501 of Regulation D and up to an additional 35 investors who are not "accredited investors" but who otherwise meet the sophistication and suitability requirements of Rule 506(b)(2)(ii) of Regulation D. Additionally, you and your agents will exercise reasonable care to ensure that a purchaser is not an underwriter within the meaning of Section 2(11) of the Securities Act.

Compliance with Federal Securities Laws. You will comply with all applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, including Regulation D. Specifically, but without limitation, neither you nor any person acting on your behalf will offer the Shares Common Stock by means of any form of general solicitation or general advertising nor to any person or entity unless you or your licensed personnel have a substantial pre-existing business relationship with such person or entity. No advertisement, article, notice or other communication regarding the Offering will be published by you in any newspaper, magazine or similar medium or broadcast over television or radio. Neither you nor any of your agents will sponsor, hold or participate in any seminar or meeting regarding the Offering at which the persons attending have been invited by any general solicitation or general advertising. You and any person acting on your behalf will make offers of the Shares Common Stock only to persons whom you and your agents have reasonable grounds to believe and do believe: (a) have such knowledge and experience in business and financial matters (either alone or together with a purchaser representative) that they are capable of evaluating the merits and risks of the prospective investment and of protecting their own interests in connection with the transaction and (b) meet the investor suitability requirements contained in the MemorandumMemorandum and the Subscription Documents. You and any person acting on your behalf will cooperate with the Companies Company so that the Shares Common Stock are offered and sold only to "accredited investors" as such term is defined in Rule 501 of Regulation D and D. Additionally, you and your agents will exercise reasonable care to ensure that a purchaser is not an underwriter within the meaning of Section 2(11) of the Securities Act.