Common use of Offering Valid Clause in Contracts

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the Investor’s representations and warranties of Purchasers contained in Section 4.2 hereofherein, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such the Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or the registration or qualification provisions of any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the Purchaser’s representations and warranties of Purchasers contained in Section 4.2 hereofherein, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such the Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers each Purchaser contained in Section 4.2 hereof, the offer, sale sale, and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit permit, or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Investors contained in Section 4.2 hereofArticle 5 below, the offer, sale sale, and issuance of the Shares and the Preferred Shares Securities will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit permit, or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares Securities to any person or persons so as to bring the sale of such Shares Securities by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares, the Warrants, the Warrant Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons or take any other action so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Purchaser contained in Section 4.2 hereof4.2, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers each Investor contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Creditor contained in Section 4.2 7 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares and the Preferred shares of Common Stock issuable upon conversion of the Shares are and will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) qualification under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawslaw.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers GM contained in Section 4.2 Article 2 hereof, the offer, sale and issuance of the Shares and shares of the Preferred Acquired Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell purchase or has offered to sell or will offer to sell all or any part of the Shares shares of Common Stock to any person or persons so as to bring the sale of such Shares shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Investors contained in Section 4.2 5.4 hereof, the offer, sale and issuance of the Shares and the Preferred Shares Purchased Securities will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) qualification under the registration, permit or qualification requirements of all applicable state securities lawsLaws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares Purchased Securities to any person Person or persons Persons so as to bring the sale of such Shares Purchased Securities by the Company within the registration provisions of the Securities Act or any state securities lawsLaws.

Offering Valid. Assuming the accuracy of the Purchaser’s representations and warranties of Purchasers contained in Section 4.2 hereofherein, the offer, sale and issuance of the Shares and the Preferred Shares Warrants will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such the Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Buyer contained in Section 4.2 2.2(c), (d), (e), (f) and (g) hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 hereof5.4, the offer, sale offer and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale offer and issuance of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.. 4.5

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Shares Warrant will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares or the Warrant to any person or persons so as to bring the sale of such Shares or the Warrant by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 hereof5.4, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the truth and accuracy of the -------------- representations and warranties of the Purchasers contained in Section 4.2 3 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the truth and accuracy of the -------------- representations and warranties of the Purchasers contained in Section 4.2 3 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.

Offering Valid. Assuming the accuracy of the representations and warranties of each of the Purchasers contained in Section 4.2 4 hereof, the offer, sale offer and issuance of the Shares Shares, and the shares of Common Stock issuable upon conversion of the Preferred Shares Shares, are and will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) qualification under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or nor will solicit any offers to sell or nor has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such the Shares by the Company within the registration provisions of the Securities Act or any state securities lawslaw.

Offering Valid. Assuming the accuracy of the representations and -------------- warranties of Purchasers Shareholder and the Company contained in Section 4.2 Article II hereof, the offer, sale and issuance of the Shares and the Preferred Common Shares will be exempt from the registration requirements of the Securities Act, Act and will when issued have been registered or qualified (or are will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company Xxxxxxxx.xxx nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company Xxxxxxxx.xxx within the registration provisions of the Securities Act or any state securities lawsAct.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof5.2, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities ActAct of 1933, and will have been be registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 5 hereof, the offer, sale and issuance of the Shares and the Preferred Shares Securities will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares Securities to any person or persons so as to bring the sale of such Shares Securities by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Preferred Holder contained in Section 4.2 hereof, the offer, sale exchange of the Prior Shares for the New Shares and the issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 5 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities lawsSecurities Laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsSecurities Laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Investors contained in Section 4.2 hereofArticle 4 below, the offer, sale sale, and issuance of the Shares and the Preferred Shares Securities will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit permit, or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares Securities to any person or persons so as to bring the sale of such Shares Securities by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Contributing Stockholder contained in Section 4.2 2.28 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Sellers contained in Section 4.2 hereof2, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities lawslaws within the required statutory periods. Neither the Company Buyer nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company Buyer within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 4.5 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities lawsLaws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state other securities lawsLaws.

Offering Valid. Assuming the accuracy of the representations -------------- and warranties of Purchasers the Purchaser contained in Section 4.2 Sections 5.3 and 5.4 hereof, the offer, sale and issuance of the Shares and the Preferred Company Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) qualification under the registration, permit or qualification requirements of all other applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Company Shares to any person or persons so as to bring the sale of such Shares securities by the Company within the registration provisions of the Securities Act or any state other applicable securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof4, the offer, sale and issuance of the Shares and the Preferred any Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares and any Conversion Shares to any person or persons so as to bring the sale of such Shares and any Conversion Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Purchaser contained in Section 4.2 3.2 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will taken any action to, nor has any plans to, solicit any offers to sell or has offered offer to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.