Common use of Exemption from Registration Clause in Contracts

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and (ii) that the Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities Act, the offer and sale of the Units pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Regulations"). The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and the other Offering Documents and (ii) that the Placement Agent has complied in all material respects with the provisions of Rule 502(c) of Regulation D promulgated under the Securities Act, the offer and sale of the Units Shares pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "“Regulations"”). The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Offering Documents and (ii) that the Placement Agent has complied in all material respects with this Agreement and the provisions of Regulation D promulgated under the Securities 1933 Act, the offer and sale of the Units Securities in the Placements pursuant to the terms of this Agreement are will be exempt from the registration requirements of the Securities 1933 Act and the rules and regulations promulgated thereunder (thereunder. Neither the "Regulations"). The Company nor Newco is not disqualified from the exemption under Regulation D by virtue of the any disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunderthereunder expressly applicable to the Company.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and (ii) that the each Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities 1933 Act, the offer and sale of the Units and the Securities pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities 1933 Act and the rules and regulations promulgated thereunder (the "Regulations")thereunder. The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and (ii) that the accuracy of the representations and warranties of the Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities ActAgents contained herein, the offer and sale of the Units Shares pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities 1933 Act and the rules and regulations promulgated thereunder (thereunder. To the "Regulations"). The Company’s knowledge, the Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents Documents, and (ii) that the Placement Agent has complied shall comply in all material respects with the provisions of Rule 506 Regulation D promulgated under the Securities Act, the offer and sale of the Units Securities pursuant to the terms of this Subscription Agreement are shall be exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Regulations")thereunder. The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents Documents, and (ii) that the each Placement Agent has complied shall comply in all material respects with the provisions of Rule 506 Regulation D promulgated under the Securities Act, the offer and sale of the Units Securities and Placement Agent Warrants pursuant to the terms of this Agreement are shall be exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Regulations")thereunder. The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents Agreements and (ii) that the Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities 1933 Act, the offer and sale of the Units pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities 1933 Act and the rules and regulations promulgated thereunder (the "Regulations")thereunder. The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers subscribers in the Subscription Documents Agreement and (ii) that the Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities Act, the offer and sale of the Units Shares pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Regulations"). The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and the other Offering Documents and (ii) that the Placement Agent has complied in all material respects with the provisions of Rule 502(c) of Regulation D promulgated under the Securities Act, the offer and sale of the Units Shares pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Regulations"). The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and (ii) that the Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities Act, to be complied with by it, the offer and sale of the Units pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Regulations"). The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and (ii) that the Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities 1933 Act, the offer and sale of the Units pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities 1933 Act and the rules and regulations promulgated thereunder (the "Regulations")thereunder. The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and (ii) that the Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities Act, the offer and sale of the Units pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Regulations"). The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii505(6)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and (ii) that the Placement Agent has Agents have complied in all material respects with the provisions of Regulation D promulgated under the Securities Act, the offer and sale of the Units pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Regulations"). The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Offering Documents and (ii) that the Placement Agent has complied in all material respects with this Agreement and the provisions of Regulation D promulgated under the Securities 1933 Act, the offer and sale of the Units Securities in the Placement pursuant to the terms of this Agreement are will be exempt from the registration requirements of the Securities 1933 Act and the rules and regulations promulgated thereunder (the "Regulations")thereunder. The Company is not disqualified from the exemption under Regulation D by virtue of the any disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunderthereunder expressly applicable to the Company.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and (ii) that the Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities 1933 Act, the offer and sale of the Units and the Preferred Shares pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities 1933 Act and the rules and regulations promulgated thereunder (the "Regulations")thereunder. The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and (ii) that the Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities 1933 Act, the offer and sale of the Special Warrants and the Units pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities 1933 Act and the rules and regulations promulgated thereunder (the "Regulations")thereunder. The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and the other Offering Documents and (ii) that the Placement Agent has complied in all material respects with the provisions of Rule 502(c) of Regulation D promulgated under the Securities Act, the offer and sale of the Units pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Regulations"). The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.

Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Offering Documents and (ii) that the Placement Agent has complied in all material respects with the provisions of Regulation D promulgated under the Securities Act, the offer and sale exchange of the Units Notes for the Shares and Warrants pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Regulations"). The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated thereunder.