Common use of Compliance with Regulation D Clause in Contracts

Compliance with Regulation D. The Company is aware that the Parent Common Stock to be issued pursuant to the transactions contemplated hereby will constitute “restricted securities” within the meaning of Securities Act. At no time was any holder of Company Common Stock, Company Options, or Company RSUs solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated hereby.

Compliance with Regulation D. The Company is aware that the Parent Common Stock to be issued pursuant to the transactions contemplated hereby Transactions will constitute “restricted securities” within the meaning of Securities Act. At no time was any holder of Company Common Capital Stock, Company Options, Options or Company RSUs Warrants solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated herebyTransactions.

Compliance with Regulation D. The Company is aware that the Parent Common Stock to be issued pursuant to the transactions contemplated hereby will by this Agreement shall constitute “restricted securities” within the meaning of the Securities Act. At no time was any holder of Company Common Stock, Company Options, or Company RSUs Stockholder solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated herebyby this Agreement.

Compliance with Regulation D. The Company is aware that the Parent Common Stock to be issued pursuant to the transactions contemplated hereby Transaction will constitute “restricted securities” within the meaning of Securities Act. At no time was any holder of Company Common Stock, Company Options, or Company RSUs Capital Stock solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated herebyTransactions.

Compliance with Regulation D. The Company is aware that the Parent Common Stock to be issued pursuant to the transactions contemplated hereby Transactions will constitute “restricted securities” within the meaning of Securities Act. At no time was any holder of Company Common Stock, Company Options, Capital Stock or Company RSUs Options solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated herebyTransactions.

Compliance with Regulation D. The Company is aware that the Parent Common Stock to be issued pursuant to the transactions contemplated hereby Transaction will constitute “restricted securities” within the meaning of Securities Act. At no time was any holder of Company Common Capital Stock, Company Options, Options or Company RSUs Warrants solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated herebyTransactions.

Compliance with Regulation D. The Company is aware that the shares of Parent Common Stock to be issued pursuant to the transactions contemplated hereby will by this Agreement shall constitute “restricted securities” within the meaning of the Securities Act. At To the Company’s Knowledge, at no time was any holder of Company Common Stock, Company Options, or Company RSUs Stockholder solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated herebyby this Agreement.

Compliance with Regulation D. The Company is aware that the Parent Common Stock to be issued pursuant to the transactions contemplated hereby Transaction will constitute “restricted securities” within the meaning of Securities Act. At no time was any holder of Company Common Capital Stock, Company Options, Company RSU or Company RSUs Warrants solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated herebyTransactions. The Company has no Knowledge of any inaccuracies in any accredited investor questionnaires delivered to Parent by the Stockholders or the Note Holders prior to or in connection with the execution of this Agreement.

Compliance with Regulation D. The Company is aware that the Parent Class A Common Stock to be issued pursuant to the transactions contemplated hereby Transactions will constitute “restricted securities” within the meaning of Securities Act. At no time was any holder of Company Common Stock, Company Options, Capital Stock or Company RSUs Options solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated herebyTransactions.