Common use of Private Placement Offering Clause in Contracts

Private Placement Offering. The Offering will not be registered under federal securities laws or the securities laws of any state. The Company will rely upon exemptions from registration under federal securities laws and state securities acts (the "State Acts"). With respect to federal securities laws, the Company will rely on one or more exemptions from registration for sales to accredited investors (as defined in Section 2(15) of the Securities Act and Rule 501 promulgated thereunder), including, without limitation, exemptions from registration provided by Sections 3(b), 4(2) and/or 4(6) of the Securities Act, and Rule 506 of Regulation D, promulgated as part of the rules and regulations under the Securities Act (the "Rules and Regulations"). With respect to the State Acts, the Company will not be subject to them pursuant to preemption based on Section 18 of the Securities Act or will rely upon limited offering exemptions of certain states approved by the Company. The Company shall use its best efforts to qualify or register the Units for sale, or exempt the Units from qualification of registration, under the State Acts as requested by the Placement Agent, and the Company shall continue such qualifications in effect for so long as may be necessary to complete the Offering. The Company or its counsel shall provide Placement Agent with all applications, forms and documents filed in each jurisdiction where the Units are to be qualified or registered or qualified or offered in an exempt transaction under the State Acts. The Offering of the Units shall be at the offering price and upon the terms and conditions set forth in the Memorandum and the subscription agreement which is included in the subscription documents to be delivered with the Memorandum, and on the basis of the representations and warranties therein contained, and subject to the terms and conditions herein set forth.

Private Placement Offering. The Offering will not be registered under federal securities laws or the securities laws of any state. The Company Offering will rely upon be a private offering to "accredited investors" (as such term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with exemptions from registration under federal securities laws and state securities acts (the "State Acts"). With respect to federal securities laws, the Company will rely on one or more exemptions from registration for sales to accredited investors (as defined in Section 2(15) of the Securities Act and Rule 501 promulgated thereunder)Accredited Investors, including, without limitation, exemptions from registration provided by Sections 3(b), 4(2) and/or 4(6) of the Securities Act, Regulation S, and Rule 506 of Regulation D, promulgated as part of the rules and regulations under the Securities Act (the "Rules and Regulations"). With respect to the State Acts, the Company will not be subject to them pursuant to preemption based on Section 18 of the Securities Act or will rely upon limited offering exemptions of certain states approved by the Company. The Company shall use its best efforts to qualify or register the Units for sale, or exempt the Units from qualification of or registration, under the State Acts as requested by the Placement Agent, and the Company shall continue such qualifications in effect for so long as may be necessary to complete the Offering. The Company or its counsel shall provide Placement Agent with all applications, forms and documents filed in each jurisdiction where the Units are to be qualified or registered or qualified or offered in an exempt transaction under the State Acts. The Offering of the Units shall be at the offering price and upon the terms and conditions set forth in the Memorandum and the subscription agreement which is included in the subscription documents to be delivered with the Memorandum, Securities Purchase Agreement and on the basis of the representations and warranties therein contained, and subject to the terms and conditions herein set forth.

Private Placement Offering. The Offering will not be registered under federal securities laws or the securities laws of any state. The Company will rely upon exemptions from registration under federal securities laws and state securities acts (the "“State Acts"”). With respect to federal securities laws, the Selling Agent and the Company will rely on one or more upon exemptions from registration for sales to accredited investors (as defined in only under Section 2(154(2) of the Securities Act and Rule 501 promulgated thereunderof 1933, as amended (the “Act”), including, without limitation, exemptions from registration provided by Sections 3(b), 4(2) and/or 4(6) of the Securities Act, and Rule 506 of Regulation D, promulgated as part of the rules and regulations under the Securities Act (the "“Rules and Regulations")”) thereunder. With respect to the State Acts, the Company will not be subject to them pursuant to preemption based on Section 18 of the Securities Act or will rely upon limited offering exemptions of certain states approved by the Company. The Company shall use its best efforts to qualify or register the Units for sale, or exempt the Units from qualification of registration, sale under the State Acts as requested by the Placement Selling Agent, and the Company shall continue such qualifications in effect for so long as may be necessary to complete the Offering. The Company or its counsel shall provide Placement Agent with all applications, forms and documents filed in each jurisdiction where the Units are to be qualified or registered or qualified or offered in an exempt transaction under the State Acts. The Offering of the Units shall be at the offering price and upon the terms and conditions set forth in the Memorandum and the subscription agreement which is included in the subscription documents to be delivered with the Memorandum, and on the basis of the representations and warranties therein contained, and subject to the terms and conditions herein set forth. The Company will use its best efforts to have the common stock underlying the Warrants, when exercised, exempt from registration or included within an effective and current registration statement.

Private Placement Offering. The Offering will not be registered under federal securities laws or the securities laws of any state. The Company Offering will rely upon be through a private offering to "accredited investors" (as such term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with exemptions from registration under federal securities laws and state securities acts (the "State Acts"). With respect to federal securities laws, the Company will rely on one or more exemptions from registration for sales to accredited investors (as defined in Section 2(15) of the Securities Act and Rule 501 promulgated thereunder)Accredited Investors, including, without limitation, exemptions from registration provided by Sections 3(b), 4(2) and/or 4(6) of the Securities Act, Regulation S, and Rule 506 of Regulation D, promulgated as part of the rules and regulations under the Securities Act (the "Rules and Regulations"). With respect to the State Acts, the Company will not be subject to them pursuant to preemption based on Section 18 of the Securities Act or will rely upon limited offering exemptions of certain states approved by the Company. The Company shall use its best efforts to qualify or register the Units for sale, or exempt the Units from qualification of or registration, under the State Acts as requested by the Placement Agent, and the Company shall continue such qualifications in effect for so long as may be necessary to complete the Offering. The Company or its counsel shall provide Placement Agent with all applications, forms and documents filed in each jurisdiction where the Units are to be qualified or registered or qualified or offered in an exempt transaction under the State Acts. The Offering of the Units shall be at the offering price and upon the terms and conditions set forth in the Memorandum and the subscription agreement which is included in the subscription documents to be delivered with the Memorandum, and on the basis of the representations and warranties therein contained, and subject to the terms and conditions herein set forth.