Common use of No Disqualification Events Clause in Contracts

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 Xxx) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act. With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s 's outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of sale, nor any Person, including a placement agent agent, who will receive a commission or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares fees for soliciting purchasers (each, a “an "Issuer Covered Person” " and, together, “"Issuer Covered Persons”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i506(d)(l)(i) to (viii) under the 1933 Securities Act (a “"Disqualification Event”"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under ), and has furnished the 1933 ActPurchaser a copy of any disclosures provided thereunder. With respect The Company will notify the Purchaser in writing, prior to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to that any Issuer Covered Person; , in each case occurring up to and including any Closing Date. The Company of which it is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Sharesaware.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated herebyOffering, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of Disqualification Event (as defined below), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”)fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent a copy of any disclosures provided thereunder. (ii) under the 1933 Act. With respect to each Covered Person, The Company will promptly notify Katalyst in writing if the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person becomes aware of (iA) any Disqualification Event relating to that any Issuer Covered Person, Person and (iiB) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. . (iii) The Company is not aware that other persons (other that any Issuer Covered Persons and the Placement Agent Covered Person (as defined below) will be paid (directly or indirectly) remuneration for solicitation of investors in connection with the sale of any Securities. (b) The Placement Agent represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other reason disqualified from reliance upon officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506 of Regulation D 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for purposes of the offer and sale of the Sharesfact that it occurred before September 23, 2013.

No Disqualification Events. None of Neither (a) the CompanyLender, (b) any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 Xxx) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating that may serve as a director or officer of any company in the offering which it invests, general partners or managing members, nor (c) any beneficial owner of the Shares Company’s voting equity securities (eachin accordance with Rule 506(d) of the Securities Act) held by the Lender, a “Covered Person” andas applicable, together, “Covered Persons”) is subject to any of the “Bad Actorbad actor” disqualifications described in Securities Act Rule 506(d)(1)(i) to (viii) under the 1933 Act (each, a “Disqualification Event”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed reasonably in advance of the purchase of this Note in writing in reasonable detail to the Company. The Company has exercised reasonable care to determine In furtherance of the foregoing, the Lender represents and warrants that: (i1) the identity Lender has not been subject to a criminal conviction within ten years of each person the issuance of this Note or to a court injunction or restraining order within five years of the issuance of this Note in connection with the purchase or sale of a security, in connection with making a false filing with the SEC, or arising out of the conduct of any financial intermediaries; (2) the Lender has not been subject to a final order from state securities, insurance, banking, savings association or credit union regulators or federal banking agencies, the Commodity Futures Trading Commission or the National Credit Union Administration (A) that would bar the Lender from associating with a regulated entity; engaging in the business of securities, insurance or banking; or engaging in savings association or credit union activities, or (B) that were based on fraudulent, manipulative or deceptive conduct and were issued within ten years of the issuance of this Note; (3) the Lender is not subject to any SEC disciplinary orders relating to brokers, dealers, municipal securities dealers, investment companies, investment advisers or their associated persons; (4) the Lender is not subject to any SEC cease-and-desist order arising out of any scienter-based anti-fraud violation or violation of Section 5 of the Securities Act; (5) the Lender has not been suspended or expelled from membership in a Covered Personself-regulatory organization; and (ii6) whether any Covered Person is the Lender has not been subject to any SEC stop orders or orders suspending a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act. With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes A exemption issued within five years of the offer and sale issuance of the Sharesthis Note.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of sale, nor any Person, including a placement agent agent, who will receive a commission or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares fees for soliciting purchasers (each, a an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under ), and has furnished the 1933 ActPurchaser a copy of any disclosures provided thereunder. With respect The Company will notify the Purchaser in writing, prior to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to that any Issuer Covered Person; , in each case occurring up to and including any Closing Date. The Company of which it is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Sharesaware.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under ), and has furnished to the 1933 ActPurchasers a copy of any disclosures provided thereunder. With respect The Company will notify the Purchasers and the Placement Agent in writing, prior to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s 's outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of sale, nor any Person, including a placement agent agent, who will receive a commission or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares fees for soliciting purchasers (each, a “an "Issuer Covered Person” " and, together, “"Issuer Covered Persons”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “"Disqualification Event”"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under ), and has furnished the 1933 ActPurchaser a copy of any disclosures provided thereunder. With respect The Company will notify the Purchaser in writing, prior to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to that any Issuer Covered Person; , in each case occurring up to and including any Closing Date. The Company of which it is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Sharesaware.

No Disqualification Events. None of the No Company, any of its predecessors, any director, executive officer, other officer of the any Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the any Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the any Company in any capacity at the Closing Datetime any closing, any placement agent or dealer participating in the offering of the Shares Notes, and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Notes (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”). The Each Company has exercised reasonable care to determine (i) the identity of each person Person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Each Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the each Company has established procedures reasonably designed to ensure that the such Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The No Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Securities Act for purposes of the offer and sale of the SharesNotes.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the 1933 Act, none of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx1934 Act) of 20% or more of the Company’s 's outstanding voting equity securities, calculated on the basis of voting power, any “"promoter” " (as that term is defined in Rule 405 under the 0000 Xxx1933 Act) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ ' or dealer’s 's directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “"Covered Person” " and, together, “"Covered Persons”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “"Disqualification Event”"). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, the Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None With respect to the Notes to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of sale, nor any Person, including a placement agent agent, who will receive a commission or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares fees for soliciting Investors (each, a an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under ), and has furnished to the 1933 ActInvestor a copy of any disclosures provided thereunder. With respect to each Covered PersonNotwithstanding the above, the Company has established procedures reasonably designed specifically advised the Investor of certain prior disciplinary actions related to ensure that an officer/director of the Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become which would not be designated a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesEvent.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 Xxx) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a an Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i506(d)(l)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under ), and has furnished to the 1933 ActPurchasers a copy of any disclosures provided thereunder. With respect The Company will notify the Purchasers in writing, prior to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None With respect to the Purchased Securities to be offered and sold hereunder, none of the CompanyContango, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company Contango participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the CompanyContango’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company Contango in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company Contango has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company Other than the Placement Agent, Contango is not aware of any person (other than any Issuer Covered Person) that has compliedbeen or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Purchased Securities. Contango will notify the Purchasers and the Placement Agent in writing, prior to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act. With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 Xxx) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has compliedcomplied in all material respects, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner of twenty percent (as that term is defined in Rule 13d-3 under the 0000 Xxx20%) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under ), and has furnished to the 1933 ActPurchasers a copy of any disclosures provided thereunder. With respect to each The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities. The Company will notify the Purchasers in writing, prior to the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under ), and has furnished to the 1933 ActPurchasers a copy of any disclosures provided thereunder. With respect to each The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities. The Company will notify the Purchasers in writing, the Company has established procedures reasonably designed prior to ensure that the Company receives notice from each any such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the time of the Closing Date, or any placement agent or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None With respect to the Warrant and Warrant Shares to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a “an "Issuer Covered Person” and, together, “Covered Persons”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “"Disqualification Event”"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder. ([[) under Other Covered Persons. Other than the 1933 Act. With respect to each Covered PersonPlacement Agent and X.X. Xxxxxxxxxx & Co., LLC, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person is not aware of any person (i) other than any Disqualification Event relating to that Issuer Covered Person, and ) that has been or will be paid (iidirectly or indirectly) any event that would, remuneration for solicitation of purchasers in connection with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Sharesany Securities.

No Disqualification Events. None (a) With respect to the Notes and Warrants to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated company, any director, executive officer, other officer of the Company participating in the offering contemplated herebyoffering, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s 's outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 promulgated under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a “"Company Covered Person” " and, together, “"Company Covered Persons”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) promulgated under the 1933 Securities Act (a “"Disqualification Event”"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). (b) under the 1933 Act. With respect to each The Company is not aware of any Person (other than any Company Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. (c) The Company will notify the Investors in writing, prior to the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Company Covered Person, Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Company Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the 1933 Act, none of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx1934 Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 Xxx1933 Act) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, the Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None With respect to Purchased Shares to be offered and sold hereunder in reliance on Rule 506 under the Securities Act: (i) none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyoffering, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of sale, nor any placement agent nor any of the directors, executive officers, general partners, managing members or dealer other officers of the Placement Agent participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Purchased Shares (each, a an “Covered Person” and, together, “Covered Persons”) is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to Purchasers a copy of any disclosures required thereunder. (ii) under the 1933 Act. With respect to each Covered Person, the The Company has established procedures reasonably designed to ensure that the Company receives notice from each such is not aware of any person (other than any Covered Person (as defined in Section 3(jj)(i)) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of the Purchased Shares. (iii) The Company will notify Purchasers in writing, prior to the Closing Date, of (i) any Disqualification Event relating to that any Covered Person, Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None With respect to any securities of the CompanyAcquiror to be transferred hereunder in reliance on Rule 506 under the Securities Act, none of Acquiror, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company Acquiror or Acquiror participating in the offering contemplated herebyTransactions, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the CompanyAcquiror’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company Acquiror or Acquiror in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares transfer (each, a “Acquiror Covered Person” and, together, “Acquiror Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for (i) a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or (ii) as disclosed in Acquiror’s Form 10-K/A for the year ended December 31, 2020, a copy of which has been provided to counsel for the Transferors. The Company Acquiror has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Acquiror Covered Person is subject to a Disqualification Event. The Company Acquiror has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act. With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person), and (ii) has furnished to the Transferors a copy of any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Sharesdisclosures provided thereunder.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of the Closing, the Placement Agent or any placement agent or dealer participating in the offering of the Shares and any of such agents’ Placement Agent’s or dealer’s directors, executive officers, other officers participating in the offering of the Shares (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Person, and will notify the Purchasers and the Placement Agent in writing, of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime any closing, any placement agent or dealer participating in the offering of the Shares Notes, and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Notes (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a an Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Securities Act for purposes of the offer and sale of the SharesNotes.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 1000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 1000 Xxx) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a an Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None of the CompanySocial, any of its predecessors, any director, executive officer, other officer of the Company Social participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s Social's outstanding voting equity securities, calculated on the basis of voting power, any “"promoter” " (as that term is defined in Rule 405 under the 0000 Xxx) connected with the Company Social in any capacity at the time of the Closing Dateor any issuance of Additional Notes pursuant to the terms hereof, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ ' or dealer’s 's directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “"Covered Person” " and, together, “"Covered Persons”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “"Disqualification Event”"). The Company Social has exercised reasonable care to determine (ia) the identity of each person that is a an Covered Person; and (iib) whether any Covered Person is subject to a Disqualification Event. The Company Social has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act. of Regulation D. With respect to each Covered Person, the Company Social has established procedures reasonably designed to ensure that the Company Social receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including the Closing Date and any Closing Dateissuance of Additional Notes pursuant to the terms hereof. The Company Social is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None With respect to Shares to be offered and sold hereunder in reliance on Rule 506 under the Securities Act (“Regulation D Securities”), none of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated herebyoffering, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, time of sale of any placement agent or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Regulation D Securities (each, a an “Issuer Covered Person” and, togethercollectively, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) under the Securities Act. The Company has exercised reasonable care to determine (i) the identity of each person that is a an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company Issuer has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Securities Act. With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon further covenant that none of its affiliates will offer or sell securities in a manner subject to integration pursuant to Rule 506 502(a) of Regulation D under the 1933 Act for purposes of with the offer and sale of the SharesShares under this Agreement.