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

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 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, Notes and Warrants and Placement Agent Options conform to the descriptions thereof contained in the Offering DocumentsSubscription Agreement, as amended by Supplement No. 1. When any exhibit to the PPM Term Sheet that was required to be filed with the Commission, Commission was filed with the Commission pursuant to the Exchange Act or the Regulations promulgated thereunder or other applicable lawthereunder, 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) that 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), and (iv) each Subscriber signs and delivers a copy of Supplement No. 1, 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 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 Investment Summary 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 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.