Common use of Offerings Exempt from Registration Clause in Contracts

Offerings Exempt from Registration. To the extent that any Offering is designated as one to be made pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the “Act”), the Company agrees that it will not, directly or indirectly, make any offer or sale of any Securities which would cause the contemplated Offering to fail to be entitled to the applicable exemption or unreasonably limit the availability of a public registered Offering or an Offering in which MDB will act. In particular, the Company represents and warrants to MDB that it has not, directly or indirectly, made any offers or sales of Securities which would cause the Offering of the Securities contemplated hereunder to fail to be entitled to the exemption from registration afforded by Section 4(2) of the Act. As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Act. To the extent that an Offering is designated as one to be made pursuant to Regulation D under the Act, the offer and sale of the Securities will comply with the requirements of Regulation D, including, without limitation, the requirements that: (i) The Company will not offer or sell the Securities by means of any form of general solicitation or general advertising, unless MDB agrees that there may be a public form of general solicitation, which consent may be withheld in the discretion of MDB. (ii) The Company will not offer or sell the Securities to any person who is not an “accredited investor” (as defined in Rule 501 under the Act), and to the extent any offer is made pursuant to Rule 506(c) MDB and the Company will obtain the necessary verifications that any investor is an accredited investor, as the Company determines necessary. MDB Engagement Letter / Electroblate, Inc. September 15, 2014 p. 7 of 13 (iii) The Company will exercise reasonable care to assure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchasers will comply with Rule 502(d) under the Act. (iv) The Company will obtain verification that none of its officers, directors (or equivalent) and 20% shareholders of the Company are not subject to the “bad boy” disqualifications set forth in Rule 506(d). (v) The Company will not make any filings with the Securities and Exchange Commission with respect to the offer and sale of the Securities without prior notification to MDB.

Offerings Exempt from Registration. To the extent that any Offering is designated as one to be made pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the “Act”), the Company agrees that it will not, directly or indirectly, make any offer or sale of any Securities which would cause the contemplated Offering to fail to be entitled to the applicable exemption or unreasonably limit the availability of a public registered Offering or an Offering in which MDB will act. In particular, the Company represents and warrants to MDB that it has not, directly or indirectly, made any offers or sales of Securities which would cause the Offering of the Securities contemplated hereunder to fail to be entitled to the exemption from registration afforded by Section 4(2) of the Act. As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Act. To the extent that an Offering is designated as one to be made pursuant to Regulation D under the Act, the offer and sale of the Securities will comply with the certain requirements of Regulation D, including, without limitation, the requirements that: (i) The Company will not offer or sell the Securities by means of any form of general solicitation or general advertising, unless MDB agrees that there may be a public form of general solicitation, which without the express written consent may be withheld in the discretion of MDB. (ii) The Company will not offer or sell the Securities to any person who is not an “accredited investor” (as defined in Rule 501 under the Act), and to the extent any offer is made pursuant to Rule 506(c) MDB and the Company will obtain the necessary verifications that any investor is an accredited investor, as the Company determines necessary. MDB Engagement Letter / Electroblate, Inc. September 15, 2014 p. 7 of 13. (iii) The Company will exercise reasonable care to assure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchasers will comply with Rule 502(d) under the Act. (iv) The Company will obtain verification that none of its officers, directors (or equivalent) and 20% shareholders of the Company are not subject to the “bad boy” disqualifications set forth in Rule 506(d). (v) The Company will not make any filings with the Securities and Exchange Commission with respect to the offer and sale of the Securities without prior notification to MDB. The Company represents and warrants that it and any predecessor of the Company, any affiliated issuer of the Company, any Company director, executive officer, other officer participating in the Offering, any general partner or managing member of the Company, if any, any beneficial owner of 20% or more of MDB Engagement Letter April 13, 2015 p. 6 of 13 the Company’s outstanding voting equity securities, any promoter connected with the Company in any capacity at the time of the Offering, any Company person or other person (excluding the MDB persons) that has been or will be paid remuneration for the solicitation of purchasers in connection with the Offering is not now or at the time of the Offering then subject to any of the “Bad Actor” disqualifications set forth in Rule 506(d) of Regulation D, promulgated under the Securities Act.

Offerings Exempt from Registration. To the extent that any Offering is designated as one to be made pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the “Act”), the Company agrees that it will notnot knowingly, directly or indirectly, make any offer or sale of any Securities which would cause the contemplated Offering to fail to be entitled to the applicable exemption or unreasonably limit the availability of a public registered Offering or an Offering in which MDB will act. In particular, the Company represents and warrants to MDB that it has notnot knowingly, directly or indirectly, made any offers or sales of Securities which would cause the Offering of the Securities contemplated hereunder to fail to be entitled to the exemption from registration afforded by Section 4(24(a)(2) of the Act. As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Act. To the extent that an Offering is designated as one to be made pursuant to Regulation D under the Act, the offer and sale of the Securities will comply with the certain requirements of Regulation D, including, without limitation, the requirements that: (i) The Company will not offer or sell the Securities by means of any form of general solicitation or general advertising, unless MDB agrees that there may be a public form of general solicitation, which without the express written consent may be withheld in the discretion of MDB. (ii) The Company will not offer or sell the Securities to any person who is not an “accredited investor” (as defined in Rule 501 under the Act), and to the extent any offer is made pursuant to Rule 506(c) MDB and the Company will obtain the necessary verifications that any investor is an accredited investor, as the Company determines necessary. MDB Engagement Letter / ElectroblateAs of September 19, Inc. September 15, 2014 p. 7 2016 p.5 of 13 (iii) The Company will exercise reasonable care to assure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchasers will comply with Rule 502(d) under the Act. (iv) The Company will obtain verification that none of its officers, directors (or equivalent) and 20% shareholders of the Company are not subject to the “bad boy” disqualifications set forth in Rule 506(d). (v) The Company will not make any filings with the Securities and Exchange Commission with respect to the offer and sale of the Securities without prior notification to MDB. The Company represents and warrants that it and any predecessor of the Company, any affiliated issuer of the Company, any Company director, executive officer, other officer participating in the Offering, any general partner or managing member of the Company, if any, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, any promoter connected with the Company in any capacity at the time of the Offering, any Company person or other person (excluding the MDB persons) that has been or will be paid remuneration for the solicitation of purchasers in connection with the Offering is not now or at the time of the Offering then subject to any of the “Bad Actor” disqualifications set forth in Rule 506(d) of Regulation D, promulgated under the Securities Act.

Offerings Exempt from Registration. To the extent that any Offering is designated as one to be made pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the “Act”), the Company agrees that it will not, directly or indirectly, make any offer or sale of any Securities which would cause the contemplated Offering to fail to be entitled to the applicable exemption or unreasonably limit the availability of a public registered Offering or an Offering in which MDB NSC will act. In particular, the Company represents and warrants to MDB that it has not, directly or indirectly, made any offers or sales of Securities which would cause the Offering of the Securities contemplated hereunder to fail to be entitled to the exemption from registration afforded by Section 4(24(a)(2) of the Act. As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Act. To the extent that an Offering is designated as one to be made pursuant to Regulation D under the Act, the Company will conduct all solicitation efforts in a manner consistent with the Company’s intent that any Offering qualifies for the safe harbor from registration provided by Rule 506 of Regulation D, and the offer and sale of the Securities will comply with the certain requirements of Regulation D, including, without limitation, the requirements that: (i) The Company will not offer or sell the Securities by means of any form of general solicitation or general advertising, unless MDB agrees that there may be a public form of general solicitation, which consent may be withheld in the discretion of MDB. (ii) The Company will not offer or sell the Securities to any person who is not an “accredited investor” (as defined in Rule 501 under the Act), and to the extent any offer is made pursuant to Rule 506(c) MDB and the Company will obtain the necessary verifications that any investor is an accredited investor, as the Company determines necessary. MDB Engagement Letter / Electroblate, Inc. September 15, 2014 p. 7 of 13. (iii) The Company will exercise reasonable care to assure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchasers will comply with Rule 502(d) under the Act. (iv) The Company will obtain verification that none of its officers, directors (or equivalent) and 20% shareholders of the Company are not subject to the “bad boy” disqualifications set forth in Rule 506(d). (v) The Company will not make any filings with the Securities and Exchange Commission with respect to the offer and sale of the Securities without prior notification to MDBNSC. (v) Neither the Company, nor any officer, director, shareholder, promoter, manager or general partner of the Company, is or will be subject to the “bad actor” disqualification provision of Rule 506(d) under the Act.

Offerings Exempt from Registration. To the extent that any Offering is designated as one to be made pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the “Act”), the Company agrees that it will not, directly or indirectly, make any offer or sale of any Securities which would cause the contemplated Offering to fail to be entitled to the applicable exemption or unreasonably limit the availability of a public registered Offering or an Offering in which MDB will act. In particular, the Company represents and warrants to MDB that it has not, directly or indirectly, made any offers or sales of Securities which would cause the Offering of the Securities contemplated hereunder to fail to be entitled to the exemption from registration afforded by Section 4(2) of the Act. As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Act. To the extent that an Offering is designated as one to be made pursuant to Regulation D under the Act, the offer and sale of the Securities will comply with the certain requirements of Regulation D, including, without limitation, the requirements that: (i) The Company will not offer or sell the Securities by means of any form of general solicitation or general advertising, unless MDB agrees that there may be a public form of general solicitation, which consent may be withheld in the discretion of MDB. (ii) The Company will not offer or sell the Securities to any person who is not an “accredited investor” (as defined in Rule 501 under the Act), and to the extent any offer is made pursuant to Rule 506(c) MDB and the Company will obtain the necessary verifications that any investor is an accredited investor, as the Company determines necessary. MDB Engagement Letter / Electroblate, Inc. September 15, 2014 p. 7 of 13. (iii) The Company will exercise reasonable care to assure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchasers will comply with Rule 502(d) under the Act. (iv) The Company will obtain verification that none of its officers, directors (or equivalent) and 20% shareholders of the Company are not subject to the “bad boy” disqualifications set forth in Rule 506(d). (v) The Company will not make any filings with the Securities and Exchange Commission with respect to the offer and sale of the Securities without prior notification to MDB.

Offerings Exempt from Registration. To the extent that any Offering is Is designated as one to be made pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the “Act”), the Company agrees that to its knowledge, it will not, directly or indirectly, make any offer or sale of any Securities which would cause the contemplated Offering to fail to be entitled to the applicable exemption or unreasonably limit the availability of a public registered Offering or an Offering in which MDB NSC will act. , In particular, the Company represents and warrants to MDB NSC that it has not, directly or indirectly, made any offers or sales of Securities which would cause the Offering of the Securities contemplated hereunder to fail to be entitled to the exemption from registration afforded by Section 4(24(a)(2) of the Act. As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Act. To the extent that an Offering is designated as one to be made pursuant to Regulation D under the Act, the offer and sale of the Securities will comply with the certain requirements of Regulation DD to at least the extent that any non-compliance would satisfy the provisions of Rule 508 under the Act, including, without limitation, the requirements that: (i) The Except as permitted by applicable law, the Company will not offer or sell the Securities by means of any form of general solicitation or general advertising, unless MDB agrees that there may be a public form of general solicitation, which consent may be withheld in the discretion of MDB. (ii) The Except as permitted by applicable law, the Company will not offer or sell the Securities to any person who is not an “accredited investor” (as defined in Rule 501 under the Act), and to the extent any offer is made pursuant to Rule 506(c) MDB and the Company will obtain the necessary verifications that any investor is an accredited investor, as the Company determines necessary. MDB Engagement Letter / Electroblate, Inc. September 15, 2014 p. 7 of 13. (iii) The Company will exercise reasonable care to assure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchasers will comply with Rule 502(d) under the Act. (iv) The Company will obtain verification that none of its officers, directors (or equivalent) and 20% shareholders of the Company are not subject to the “bad boy” disqualifications set forth in Rule 506(d). (v) The Company will not make any filings with the Securities and Exchange Commission with respect to the offer and sale of the Securities without prior notification to MDBNSC. (v) Neither the Company nor any officer, director, shareholder, promoter, manager or general partner of the Company is or will be subject to the “bad actors” disqualification provision of Rule 506(d) under the Act.

Offerings Exempt from Registration. To the extent that any Offering is designated as one to be made pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the “Act”), the Company agrees that it will notnot knowingly, directly or indirectly, make any offer or sale of any Securities which that would cause the contemplated Offering to fail to be entitled to the applicable exemption or unreasonably limit the availability of a public registered Offering or an Offering in which MDB Tribal will act. In particular, the The Company represents and warrants to MDB Tribal that it has notnot knowingly, directly or indirectly, made any offers or sales of Securities which that would cause the Offering of the Securities contemplated hereunder to fail to be entitled to the exemption from registration afforded by Section 4(2) of the Act. As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Act. To the extent that an Offering is designated as one to be made pursuant to Regulation D under the Act, the offer and sale of the Securities will comply with the certain requirements of Regulation D, including, without limitation, the requirements that: (i) i. The Company will not offer or sell the Securities by means of any form of general solicitation or general advertising, unless MDB agrees that there may be a public form of general solicitation, which consent may be withheld in the discretion of MDB. (ii) . The Company will not offer or sell the Securities to any person who is not an “accredited investor” (as defined in Rule 501 under the Act), and to the extent any offer is made pursuant to Rule 506(c) MDB and the Company will obtain the necessary verifications that any investor is an accredited investor, as the Company determines necessary. iii. MDB Engagement Letter / Electroblate, Inc. September 15, 2014 p. 7 of 13 (iii) The Company will exercise reasonable care to assure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchasers will comply with Rule 502(d) under the Act. (iv) The Company will obtain verification that none of its officers, directors (or equivalent) and 20% shareholders of the Company are not subject to the “bad boy” disqualifications set forth in Rule 506(d). (v) . The Company will not make any filings with the Securities and Exchange Commission with respect to the offer and sale of the Securities without prior notification to MDBTribal.