Private Offering Exemption; Offering Documents. The Offering Summary does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Common Stock and Warrants conform in all material respects to the descriptions thereof contained in the Offering Summary. Assuming that (i) a proper Form D is filed in accordance with Rule 503 of Reg D, (ii) the offer and the sale of the Common Stock and Warrants was made in compliance with Rule 502(c) of Reg D and/or Section 4(2) of the Securities Act, and (iii) the representations of the Subscribers in the Subscription Agreements signed by them are true and correct (which facts will not be independently verified by the Company), the sale of Common Stock and Warrants in the Offering is exempt from registration under the Securities Act and is in compliance with Reg D.
Private Offering Exemption; Offering Documents. The Offering Documents conform in all material respects with the requirements of Section 4(2) and/or 3(b) of the Securities Act and Rules 501-506 of Reg D and with the requirements of all other applicable rules and regulations of the Securities and Exchange Commission ("Commission") currently in effect relating to "private offerings." The Offering Documents contain all material statements which are required to be stated therein in accordance with such requirements and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Debentures, Warrants and Placement Agent Options conform to the descriptions thereof contained in the Offering Documents. When any exhibit to the PPM that was required to be filed with the Commission, was filed with the Commission pursuant to the Exchange Act or the Regulations promulgated thereunder or other applicable law, such exhibit complied in all material respects with the applicable provisions of the Exchange Act and the Regulations promulgated thereunder or other applicable law and did not contain an untrue statement of a material fact or omit to state any 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. Assuming that (i) a proper Form D is filed in accordance with Rule 503 of Reg D, (ii) the offer and the sale of the Units by the Placement Agent was made in compliance with Rule 502(c) of Reg D and/or Section 4(2) of the Securities Act, and (iii) the representations of the Subscribers in the Subscription Agreements signed by them are true and correct (which facts will not be independently verified by the Company) the sale of Units in the Offering is exempt from registration under the Securities Act and is in compliance with Reg D.
Private Offering Exemption; Offering Documents. The Offering Documents taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Units, Shares, Warrants and "Extra Warrants" (as defined in the Subscription Agreement and the Placement Agent's Option) ("Extra Warrants"), if any, and the Placement Agent's Option, conform in all material respects to the descriptions thereof contained in the Offering Documents. Assuming that (i) a proper Form D is filed in accordance with Rule 503 of Reg D, (ii) the offer and the sale of the Units by the Placement Agent was made in compliance with Rule 502(c) of Reg D and/or Section 4(2) of the Securities Act, and (iii) the representations of the Subscribers in the Subscription Agreements signed by them are true and correct (which facts will not be independently verified by the Company), the sale of Units in the Offering is exempt from registration under the Securities Act and is in compliance with Reg D.
Private Offering Exemption; Offering Documents. The Offering Documents and SEC Filings taken as a whole do not contain any untrue statement of fact or omit to state a fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Assuming that (i) a proper Form D is filed in accordance with Rule 503 of Reg D, (ii) the offer and the sale of the Securities is made in compliance with Rule 502(c) of Reg D and/or Section 4(2) of the Securities Act, and (iii) the representations of the Subscribers in the Subscription/Registration Rights Agreements signed by them are true and correct, the sale of Securities in the Offering is exempt from registration under the Securities Act and is in compliance with Reg D.
Private Offering Exemption; Offering Documents. The Offering Documents conform in all material respects with the requirements of Section 4(2) and/or 3(b) of the Securities Act, Regulation S, and Rules 501-506 of Regulation D and with the requirements of all other applicable rules and regulations of the Securities and Exchange Commission ("Commission") currently in effect relating to transactions not involving a public offering The Public and Offering Documents contain all material statements which are required to be stated therein in accordance with such requirements and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Assuming that (i) a proper Form D is filed in accordance with Rule 503 of Regulation D, (ii) the offer and the sale of the Shares by the Placement Agent was made in compliance with Rule 502(c) of Regulation D, Regulation S, and/or Section 4(2) of the Securities Act, and (iii) the representations of the Subscribers in the Subscription Agreements signed by them are true and correct (which facts will not be independently verified by the Company) the sale of Shares in the Offering is exempt from registration under the Securities Act and is in compliance with Regulation D and Regulation S.
Private Offering Exemption; Offering Documents. This Offering will conform in all material respects with the requirements of Rule 506 of Reg D (assuming all subscribers are "accredited investors" as that term is defined in Rule 501 of Reg D) and with the requirements of all other applicable published rules and regulations of the Commission currently in effect relating to "private offerings." The Offering Documents, at all times during the period from the date hereof through the last Additional Closing Date do not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information contained in or omitted from the Offering Documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Placement Agent specifically for use therein.
Private Offering Exemption; Offering Documents. To the Company's best knowledge, the Offering Documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Shares, and the Placement Agent's Purchase Option, conform in all material respects to the descriptions thereof contained in the Offering Documents. Assuming that (i) a proper Form D is filed in accordance with Rule 503 of Reg D, (ii) the offer and the sale of the Shares by the Placement Agent was made in compliance with Rule 502(c) of Reg D and/or Section 4(2) of the Securities Act, and (iii) the representations of the Subscribers in the Subscription Agreements signed by them are true and correct (which facts will not be independently verified by the Company), the sale of Shares in the Offering is exempt from registration under the Securities Act and is in compliance with Reg D.
Private Offering Exemption; Offering Documents. Assuming that each United States purchaser of Units in this Offering is an "accredited investor" as defined in Rule 502 of Regulation D, or a foreign investor, the Offering Documents conform in all material respects with the requirements of Section 4(2) and/or 3(b) of the Securities Act and Rules 501-506 of Regulation D promulgated thereunder ("Reg D") and with the requirements of all other published rules and regulations of the Securities and Exchange Commission (the "SEC" or the "Commission") currently in effect relating to "private offerings". To the best knowledge of the Company, the Memorandum, as supplemented by the information disclosed pursuant hereto in the annexed schedules, does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Notes, Preferred Stock and Warrants conform to the descriptions thereof contained in the Subscription Agreement and the Memorandum.
Private Offering Exemption; Offering Documents. The Offering Documents conform in all material respects with the applicable requirements of the 1940 Act and Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder ("Reg D") and with the requirements of all other published rules and regulations of the Securities and Exchange Commission currently in effect relating to "private offerings." The Offering Documents do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Units conform to the description contained in the Offering Documents.
Private Offering Exemption; Offering Documents. The Offering Documents taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Units, Shares and Purchase Option conform in all material respects to the descriptions thereof contained in the Offering Documents. Assuming that (i) a proper Form D is filed in accordance with Rule 503 of Reg D, (ii) the offer and the sale of the Units by the Placement Agent was made in compliance with Rule 502(c) of Reg D and/or Section 4(2) of the Securities Act, and (iii) the representations of the Subscribers in the Subscription Agreements signed by them are true and correct (which facts will not be independently verified by the Company), the sale of Units in the Offering is exempt from registration under the Securities Act and is in compliance with Reg D.
