Common use of Not a Registered Offering Clause in Contracts

Not a Registered Offering. The Subscriber understands that the Shares have not been and are not being registered either with the U.S. Securities and Exchange Commission ("SEC") or with the secretary of state of the state of incorporation or place of business of the Subscriber, and are being offered and sold pursuant to the exemption from registration provided in Regulation D ("Regulation D") promulgated under the Securities Act of 1933 by the SEC (the "1933 Act"), and limited offering exemptions provided in the "Blue Sky" laws of the states of incorporation or place of business of the Subscriber, and that no governmental agency has recommended or endorsed the Shares or made any finding or determination relating to the adequacy or accuracy of the Memorandum or the fairness of an investment in the Company. Any representation to the contrary is a criminal offense.

Not a Registered Offering. The Subscriber understands that the Shares have not been and are not being registered either with the U.S. Securities and Exchange Commission ("SEC") or with the secretary of state of the state of incorporation or place of business of the Subscriber, and are being offered and sold pursuant to the exemption from registration provided in Regulation D ("Regulation D") promulgated under the Securities Act of 1933 by the SEC (the "1933 Act"), and limited offering exemptions provided in the "Blue Sky" laws of the states of incorporation or place of business of the Subscriber, and that no governmental agency has recommended or endorsed the Shares or made any finding or determination relating to the adequacy or accuracy of the Memorandum SEC Documents or the fairness of an investment in the Company. Any representation to the contrary is a criminal offense.

Not a Registered Offering. The Subscriber understands that the offering of Shares have to the Subscribers has not been and are is not being registered either with the U.S. Securities and Exchange Commission ("SEC") or with the secretary of state of the state of incorporation or place of business of the Subscriber, and are being offered and sold pursuant to the exemption from registration provided in Regulation D ("Regulation D") promulgated under the Securities Act of 1933 by the SEC (the "1933 Act"), and limited offering exemptions provided in the "Blue Sky" laws of the states of incorporation or place of business of the Subscriber, and that no governmental agency has recommended or endorsed the Shares or made any finding or determination relating to the adequacy or accuracy of the Memorandum or the fairness of an investment in the Company. Any representation to the contrary is a criminal offense.