Common use of Offering Statement Clause in Contracts

Offering Statement. The Offering will be made by Company solely pursuant to the Offering Statement, which at all times will be in form and substance reasonably acceptable to the Company and the Placement Agent and their respective counsel and contain such legends and other information as the Company and Placement Agent and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein. For purposes of this Agreement, "Offering Statement" means Company's offering circular filed with and qualified by the Securities and Exchange Commission (the "Commission") pursuant to a Form 1-A, inclusive of all annexes, and all amendments, supplements and appendices thereto. Other than any information provided by Aegis in writing specifically for inclusion in the Offering Statement, the Company will be solely responsible for the contents of its Offering Statement and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Offering Statement (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Offering Statement that corrects such statement or omission.

Offering Statement. The Offering Placement will be made by Company solely pursuant to the Offering Statement, which at all times will be in form and substance reasonably acceptable to the Company and the Placement Agent and their respective counsel and contain such legends and other information as the Company and Placement Agent and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein. For purposes of this Agreement, "“Offering Statement" ” means Company's ’s offering circular filed with and qualified by the Securities and Exchange Commission (the "“Commission"”) pursuant to a Form 1-A, inclusive of all annexes, and all amendments, supplements and appendices thereto. Other than any information provided by Aegis in writing specifically for inclusion in the Offering Statement, the Company will be solely responsible for the contents of its Offering Statement and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Offering Statement (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Offering Statement that corrects such statement or omission.

Offering Statement. The Offering will be made by Company solely pursuant to To the Offering Statement, which at all times will be in form and substance reasonably acceptable to extent the Company and decides to proceed with the Placement Agent and their respective counsel and contain such legends and other information as Offering, the Company will, as soon as practicable, prepare and Placement Agent and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein. For purposes of this Agreement, "Offering Statement" means Company's offering circular filed file with and qualified by the Securities and Exchange Commission (the "Commission") an Offering Statement on Form1-A (the "Offering Statement") pursuant to Regulation A under the Securities Act of 1933, as amended (the "Securities Act") and a Form 1-Aoffering circular and offering supplement included therein (together, inclusive of all annexesthe "Offering Circular") covering the Securities to be offered and sold in the Offering. The Offering Statement (including the Offering Circular therein), and all amendmentsamendments and supplements thereto, supplements will be in form reasonably satisfactory to Aegis and appendices theretocounsel to Aegis. Other than any information provided by Aegis in writing specifically for inclusion in the Offering StatementStatement or the Offering Circular, the Company will be solely responsible for the contents of its Offering Statement and Offering Circular and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Offering Statement and Offering Circular (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Offering Statement and Offering Circular that corrects such statement or omission. The Offering Statement will include as an exhibit a proposed form of Placement Agent Agreement (which may be incorporated into such Offering Statement by reference). The final Placement Agent Agreement will be in form satisfactory to the Company and Aegis and will include indemnification provisions and other terms and conditions customarily found in such agreements.

Offering Statement. The Offering will be made by Company solely pursuant to To the Offering Statement, which at all times will be in form and substance reasonably acceptable to extent the Company and decides to proceed with the Placement Agent and their respective counsel and contain such legends and other information as Offering, the Company will, as soon as practicable, prepare and Placement Agent and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein. For purposes of this Agreement, "Offering Statement" means Company's offering circular filed file with and qualified by the Securities and Exchange Commission (the "Commission") pursuant to a an Offering Statement on Form 1-AA (the "Offering Statement") pursuant to Regulation A under the Securities Act of 1933, inclusive of all annexesas amended (the "Securities Act") and a offering circular and offering supplement included therein (together, the "Offering Circular") covering the Securities to be offered and sold in the Offering. The Offering Statement (including the Offering Circular therein), and all amendmentsamendments and supplements thereto, supplements will be in form reasonably satisfactory to Aegis and appendices theretocounsel to Aegis. Other than any information provided by Aegis in writing specifically for inclusion in the Offering StatementStatement or the Offering Circular, the Company will be solely responsible for the contents of its Offering Statement and Offering Circular and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Offering Statement and Offering Circular (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Offering Statement and Offering Circular that corrects such statement or omission. The Offering Statement will include as an exhibit a proposed form of Placement Agent Agreement (which may be incorporated into such Offering Statement by reference). The final Placement Agent Agreement will be in form satisfactory to the Company and Aegis and will include indemnification provisions and other terms and conditions customarily found in such agreements.

Offering Statement. The Offering will be made by Company solely pursuant to To the Offering Statement, which at all times will be in form and substance reasonably acceptable to extent the Company and decides to proceed with the Placement Agent and their respective counsel and contain such legends and other information as Offering, the Company will, as soon as practicable, prepare and Placement Agent and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein. For purposes of this Agreement, "Offering Statement" means Company's offering circular filed file with and qualified by the Securities and Exchange Commission (the "“Commission"”) an Offering Statement on Form 1-A (the “Offering Statement”) pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”) and a Form 1-Aoffering circular and offering supplement included therein (together, inclusive of all annexesthe “Offering Circular”) covering the Securities to be offered and sold in the Offering. The Offering Statement (including the Offering Circular therein), and all amendmentsamendments and supplements thereto, supplements will be in form reasonably satisfactory to Aegis and appendices theretocounsel to Aegis. Other than any information provided by Aegis in writing specifically for inclusion in the Offering StatementStatement or the Offering Circular, the Company will be solely responsible for the contents of its Offering Statement and Offering Circular and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Offering Statement and Offering Circular (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Offering Statement and Offering Circular that corrects such statement or omission. The Offering Statement will include as an exhibit a proposed form of Placement Agent Agreement (which may be incorporated into such Offering Statement by reference). The final Placement Agent Agreement will be in form satisfactory to the Company and Aegis and will include indemnification provisions and other terms and conditions customarily found in such agreements.