Common use of Private Offering Exemption; Offering Documents Clause in Contracts

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 Summary Subscription Agreement 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 and Preferred B Stock and Warrants conform conforms in all material respects to the descriptions thereof contained in the Offering Summaryherein. 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 Commonand Preferred B 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 and Preferred B Stock and Warrants in the Offering is exempt from registration under the Securities Act and is in compliance with Reg D.