Common use of Bad Actor Disqualification Clause in Contracts

Bad Actor Disqualification. (a) With respect to Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Private Placement, any beneficial owner of 20% or more of the Company’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 the Company in any capacity at the time of such 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)–(viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Agent and the Potential Investors a copy of any disclosures provided thereunder. (b) The Company is not aware of any person (other than any Issuer Covered Person or Dealer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Securities. For the purposes of this subsection, “Dealer Covered Person” shall mean Northland Securities, Inc. or any of its directors, executive officers, general partners, managing members or other officers participating in the Private Placement.

Bad Actor Disqualification. (a) With respect to Securities Seller Common Stock to be offered and sold issued hereunder in reliance on Rule 506 under the Securities Act (“"Regulation D Securities”"), none of the CompanyPurchaser, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Private Placement, any beneficial owner of 20% or more of the CompanyPurchaser’s outstanding voting equity securities (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 the Company in any capacity at the time of such 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)–(viii506(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 Company Purchaser has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Agent and the Potential Investors Buyer a copy of any disclosures provided thereunder. (b) . The Company Purchaser is not aware of any person that (other than any Issuer Covered Person or Dealer Covered Person that i) has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the SecuritiesSeller Common Stock and (ii) who is subject to a Disqualification Event. For The Purchaser will notify the purposes Seller in writing of this subsection(i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, “Dealer with the passage of time, become a Disqualification Event relating to any Issuer Covered Person” shall mean Northland Securities, Inc. or prior to any of its directors, executive officers, general partners, managing members or other officers participating in the Private PlacementClosing under this Agreement.

Bad Actor Disqualification. (a) With respect to Securities Buyer Common Stock to be offered and sold issued hereunder in reliance on Rule 506 under the Securities Act (“"Regulation D Securities”"), none of the Shareholder, the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Private Placement, any beneficial owner of 20% or more of the Company’s Shareholder's outstanding voting equity securities (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 the Company in any capacity at the time of such 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)–(viii506(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 Company Shareholder has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Agent and the Potential Investors Buyer a copy of any disclosures provided thereunder. (b) . The Company Shareholder is not aware of any person that (other than any Issuer Covered Person or Dealer Covered Person that i) has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the SecuritiesBuyer Common Stock and (ii) who is subject to a Disqualification Event. For The Company will notify the purposes Buyer in writing of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person, prior to any Closing of this subsection, “Dealer Covered Person” shall mean Northland Securities, Inc. or any of its directors, executive officers, general partners, managing members or other officers participating in the Private PlacementOffering.

Bad Actor Disqualification. (a) With respect to Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Private Placement, any beneficial owner of 20% or more of the Company’s '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 the Company in any capacity at the time of such 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)–(viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Agent and the Potential Investors a copy of any disclosures provided thereunder. (b) The Company is not aware of any person (other than any Issuer Covered Person or Dealer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the any Regulation D Securities. For the purposes of this subsection, “Dealer Covered Person” shall mean Northland Securities, Inc. or any of its directors, executive officers, general partners, managing members or other officers participating in the Private Placement.