Common use of Offering Statement Clause in Contracts

Offering Statement. The Company will notify the Selling Agents promptly, and will, if requested, confirm such notification in writing: (i) when any amendment to the Offering Statement is filed; (ii) of any request by the Commission for any amendments to the Offering Statement or any amendment or supplements to the Final Offering Circular or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the qualification of the Offering Statement or the Final Offering Circular, or the initiation of any proceedings for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification or exemption from registration of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the qualification of the Offering Statement in connection with the offering contemplated hereby or in connection with sales of Common Stock pursuant to market making activities by the Selling Agents, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Offering Statement, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to Regulation A, the Securities Act and the Securities Act Rules and Regulations and to notify the Selling Agents promptly of all such filings.

Offering Statement. To the extent the Company decides to proceed with the Offering, the Company will, as soon as practicable, prepare and file with 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 offering circular and offering supplement included therein (together, the "Offering Circular") covering the Securities to be offered and sold in the Offering. The Company will notify Offering Statement (including the Selling Agents promptlyOffering Circular therein), and willall amendments and supplements thereto, if requested, confirm such notification will be in writing: (i) when form reasonably satisfactory to Aegis and counsel to Aegis. Other than any amendment to the Offering Statement is filed; (ii) of any request information provided by the Commission Aegis in writing specifically for any amendments to the Offering Statement or any amendment or supplements to the Final Offering Circular or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the qualification of inclusion in the Offering Statement or the Final Offering Circular, or the initiation of any proceedings for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or Company will be solely responsible for the Final 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 in any statement of a material respect fact or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials omit to state a material fact required to be stated therein or the Final Offering Circular necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification or exemption from registration of the Shares for offer and sale in any jurisdiction. If at any time prior to the Commission shall issue any order suspending completion of the qualification 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 connection with order to make the offering contemplated hereby or statements therein, in connection with sales light of Common Stock pursuant to market making activities by the Selling Agentscircumstances under which they were made, not misleading, the Company will make every reasonable effort to obtain notify Aegis immediately of such event and Aegis will suspend solicitations of the withdrawal prospective purchasers of any the Securities until such order at the earliest possible moment. If time as the Company has omitted any information from shall prepare a supplement or amendment to the Offering Statement, it Statement and Offering Circular that corrects such statement or omission. The Offering Statement will use its best efforts 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 comply with the Company and Aegis and will include indemnification provisions of and make all requisite filings with the Commission pursuant to Regulation A, the Securities Act other terms and the Securities Act Rules and Regulations and to notify the Selling Agents promptly of all conditions customarily found in such filingsagreements.

Offering Statement. To the extent the Company decides to proceed with the Offering, the Company will, as soon as practicable, prepare and file with 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 offering circular and offering supplement included therein (together, the "Offering Circular") covering the Securities to be offered and sold in the Offering. The Company will notify Offering Statement (including the Selling Agents promptlyOffering Circular therein), and willall amendments and supplements thereto, if requested, confirm such notification will be in writing: (i) when form reasonably satisfactory to Aegis and counsel to Aegis. Other than any amendment to the Offering Statement is filed; (ii) of any request information provided by the Commission Aegis in writing specifically for any amendments to the Offering Statement or any amendment or supplements to the Final Offering Circular or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the qualification of inclusion in the Offering Statement or the Final Offering Circular, or the initiation of any proceedings for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or Company will be solely responsible for the Final 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 in any statement of a material respect fact or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials omit to state a material fact required to be stated therein or the Final Offering Circular necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification or exemption from registration of the Shares for offer and sale in any jurisdiction. If at any time prior to the Commission shall issue any order suspending completion of the qualification 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 connection with order to make the offering contemplated hereby or statements therein, in connection with sales light of Common Stock pursuant to market making activities by the Selling Agentscircumstances under which they were made, not misleading, the Company will make every reasonable effort to obtain notify Aegis immediately of such event and Aegis will suspend solicitations of the withdrawal prospective purchasers of any the Securities until such order at the earliest possible moment. If time as the Company has omitted any information from shall prepare a supplement or amendment to the Offering Statement, it Statement and Offering Circular that corrects such statement or omission. The Offering Statement will use its best efforts 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 comply with the Company and Aegis and will include indemnification provisions of and make all requisite filings with the Commission pursuant to Regulation A, the Securities Act other terms and the Securities Act Rules and Regulations and to notify the Selling Agents promptly of all conditions customarily found in such filingsagreements.

Offering Statement. The Company will notify the Selling Placement Agents promptly, and will, if requested, confirm such notification in writing: (i) when any amendment to the Offering Statement is filed; (ii) of any request by the Commission for any amendments to the Offering Statement or any amendment or supplements to the Final Offering Circular or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the qualification of the Offering Statement or the Final Offering Circular, or the initiation of any proceedings for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification or exemption from registration of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the qualification of the Offering Statement in connection with the offering contemplated hereby or in connection with sales of Common Stock pursuant to market making activities by the Selling Placement Agents, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Offering Statement, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to Regulation A, the Securities Act and the Securities Act Rules and Regulations and to notify the Selling Placement Agents promptly of all such filings.