Common use of Bad Actor Disqualification Clause in Contracts

Bad Actor Disqualification. With respect to the Series C Preferred Stock to be issued hereunder in reliance on Rule 506 under the Securities Act (“Regulation D Securities”), except as set forth on herein, none of the Shareholders, ReachOut, any of its predecessors, any affiliated issuer, any director, executive officer, any beneficial owner of 20% or more of the Shareholder’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with ReachOut in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Shareholder has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Bad Actor Disqualification. With respect to the Series C Preferred Stock Note to be issued hereunder in reliance on Rule 506 under the Securities Act (“Regulation D Securities”), except as set forth on herein, none of the Shareholders, ReachOutChainTrade, any of its predecessors, any affiliated issuer, any director, executive officer, any beneficial owner of 20% or more of the Shareholder’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with ReachOut ChainTrade in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Shareholder has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Bad Actor Disqualification. With respect to the Series C Preferred Stock to be issued hereunder in reliance on Rule 506 under the Securities Act (“Regulation D Securities”), except as set forth on herein, none of the Shareholders, ReachOutYourSpace, any of its predecessors, any affiliated issuer, any director, executive officer, any beneficial owner of 20% or more of the Shareholder’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with ReachOut YourSpace in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Shareholder has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Bad Actor Disqualification. With respect to the Series C B Preferred Stock to be issued hereunder in reliance on Rule 506 under the Securities Act (“Regulation D Securities”), except as set forth on herein, none of the ShareholdersMembers, ReachOutHoldings, any of its predecessors, any affiliated issuer, any director, executive officer, any beneficial owner of 20% or more of the ShareholderMember’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with ReachOut Holdings in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Shareholder Member has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.