Common use of Exemption from Registration Clause in Contracts

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, (“Securities Act”) by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.

Exemption from Registration. The Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options and Parent Warrants, if applicable, granted pursuant to Section 1.8 hereof or upon the provisions of Section 1.13 hereof, in each case in connection with the Merger Merger, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC thereunderthereunder and/or Regulation S promulgated by the SEC.

Exemption from Registration. The Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger Merger, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section 4(2Section 4(a)(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC thereunderthereunder and/or Regulation S promulgated by the SEC.

Exemption from Registration. The Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options and Parent Warrants, if applicable, granted pursuant to Section 1.8 hereof or upon the provisions of Section 1.13 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC thereunderthereunder and/or Regulation S promulgated by the SEC.

Exemption from Registration. Parent and the Company OWL intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case 2.8 hereof, in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, (“Securities Act”) by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.

Exemption from Registration. Assuming the accuracy of the --------------------------- representations contained in the Shareholder Representation Agreements delivered to Parent and by the Company intend that Shareholders pursuant to Section 7.2 hereof, the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, (“Securities Act”) by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, (“"Securities Act”") by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof 1.8 or upon exercise the provisions of Parent Options granted pursuant to Section 1.8 1.16 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933Act, as amended, (“Securities Act”) by reason of section Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunderAct.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options and New Warrants granted pursuant to Section 1.8 hereof or upon the provisions of Section 1.13 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC thereunderthereunder and/or Regulation S promulgated by the SEC.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted options exchanged pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, (“Securities Act”) by reason of section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506 of Regulation D promulgated by the SEC thereunder.

Exemption from Registration. Parent and the Company intend that the The shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case Sections 1.6 and 1.7 in connection with the Merger will be issued in a transaction exempt from registration provided under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended, amended (“the "Securities Act”) by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder").

Exemption from Registration. The Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 1.03 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or and Rule 506 of Regulation D promulgated by the SEC Securities and Exchange Commission (the “SEC”) thereunder.

Exemption from Registration. Parent and The Parent, the Company and Alamo Surviver intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger Merger, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section 4(2Section 4(a)(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC thereunderthereunder and/or Regulation S promulgated by the SEC.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to 2.1(d) and Section 1.8 hereof in each case 2.10 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (the “Securities Act”), and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”) thereunder, by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunderAct.

Exemption from Registration. The Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 1.03 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC Securities and Exchange Commission (the “SEC”) thereunder.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 1.6 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933Act, as amended, (“Securities Act”) by reason of section Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.thereunder (“Regulation D”) and that all recipients of such shares of Parent Common Stock shall be “accredited investors” as such term is defined under Regulation D.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC thereunderthereunder and/or Regulation S promulgated by the SEC.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 1.1 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger Closing will be issued in a transaction exempt from registration under the Securities Act of 1933Act, as amended, (“Securities Act”) by reason of section Section 4(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC thereunderSecurities and Exchange Commission (“SEC”), and/or Regulation S promulgated by the SEC.

Exemption from Registration. Parent and the Company intend that the The shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, (“Securities Act”) by reason of section and applicable state Law pursuant to Section 4(2) of the Securities Act and/or and Rule 506 of Regulation D promulgated by under the SEC thereunderSecurities Act, and as such will constitute "restricted securities" within the meaning of the Securities Act.

Exemption from Registration. The Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options and Parent Warrants, if applicable, granted pursuant to Section 1.8 hereof and the IR Shares, in each case in connection with the Merger Merger, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC thereunderthereunder and/or Regulation S promulgated by the Securities and Exchange Commission (the “SEC”).

Exemption from Registration. Parent and the Company intend that the shares of Parent Preferred Stock and any shares of Parent Common Stock (as defined below) convertible from the Parent Preferred Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, (“Securities Act”) by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“"Securities Act”) "), by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options or New Warrants granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, (“Securities Act”) by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunderand that all recipients of such shares of Parent Common Stock shall be “accredited investors.”

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“'Securities Act”) '), by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise or conversion of Parent Options Options, Parent Warrants and Parent Notes granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, amended (“Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC thereunderthereunder and/or Regulation S promulgated by the SEC.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case 1.6(a) in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder (the “Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunderAct.

Exemption from Registration. The Parent and the Company intend that the all shares of Parent Common Stock and New Warrants to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933Act, as amended, (“Securities Act”) by reason of section Section 4(2) of the Securities Act and/or Act, Rule 506 of Regulation D promulgated by the SEC thereunderthereunder and/or Regulation S promulgated by the SEC.

Exemption from Registration. Parent and the Company intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise as part of Parent Options granted pursuant to Section 1.8 hereof in each case in connection with the Merger Acquisition Consideration at the Closing will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”) thereunder (the “Securities Act”) ), by reason of section Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunderAct.

Exemption from Registration. Parent and the Company COAH intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 hereof or upon exercise of Parent Options granted pursuant to Section 1.8 hereof in each case 2.8 hereof, in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, (“Securities Act”) by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.