Common use of No Disqualification Events Clause in Contracts

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 Xxx) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act. With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 of Regulation D under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a 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 1933 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 (i) the identity of each person that is a Covered Person; and (ii) 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) under ), and has furnished to the 1933 ActPurchasers a copy of any disclosures provided thereunder. With respect to each Covered PersonOther than the Advisors, the Company is not aware of any person (other than any Issuer Covered Person) that has established procedures reasonably designed been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities. The Company will notify the Purchasers and the Advisors in writing, prior to ensure that the Company receives notice from each such Covered Person applicable Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None With respect to the Notes to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of sale, nor any Person, including a placement agent agent, who will receive a commission or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares fees for soliciting Investors (each, a 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 1933 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 (i) the identity of each person that is a Covered Person; and (ii) 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) under ), and has furnished to the 1933 ActInvestor a copy of any disclosures provided thereunder. With respect to each Covered PersonNotwithstanding the above, the Company has established procedures reasonably designed specifically advised the Investor of certain prior disciplinary actions related to ensure that an officer/director of the Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become which would not be designated a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesEvent.

No Disqualification Events. None With respect to the Purchased Securities to be offered and sold hereunder, none of the CompanyContango, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company Contango participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the CompanyContango’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company Contango in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a 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 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company Contango has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company Other than the Placement Agents and Xxxxxxx Xxxxx, Contango is not aware of any person (other than any Issuer Covered Person) that has compliedbeen or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Purchased Securities. Contango will notify the Purchasers and the Placement Agents in writing, prior to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act. With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None of the No Company, any of its predecessors, any director, executive officer, other officer of the any Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the any Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the any Company in any capacity at the Closing Datetime any closing, any placement agent or dealer participating in the offering of the Shares Notes, and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Notes (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”). The Each Company has exercised reasonable care to determine (i) the identity of each person Person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Each Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the each Company has established procedures reasonably designed to ensure that the such Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The No Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Securities Act for purposes of the offer and sale of the SharesNotes.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the 1933 Act, none of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx1934 Act) of 20% or more of the Company’s 's outstanding voting equity securities, calculated on the basis of voting power, any “"promoter” " (as that term is defined in Rule 405 under the 0000 Xxx1933 Act) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ ' or dealer’s 's directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “"Covered Person” " and, together, “"Covered Persons”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “"Disqualification Event”"). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, the Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None With respect to the Shares to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of sale, any placement agent person that has been or dealer participating will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offering sale of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares (each, a an “Issuer Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)(ii–iv) or (d)(3) of the Securities Act. The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) 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) under of the 1933 Securities Act, and has furnished to the Purchasers a copy of any disclosures provided thereunder. With respect The Company will notify the Purchasers in writing, prior to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to that any Issuer Covered Person; , in each case occurring up to and including any Closing Date. The Company of which it is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Sharesaware.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a 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 1933 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 (i) the identity of each person that is a Covered Person; and (ii) 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) under ), and has furnished to the 1933 ActPurchasers a copy of any disclosures provided thereunder. With respect The Company will notify the Purchasers and the Placement Agent in writing, prior to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None of the CompanySocial, any of its predecessors, any director, executive officer, other officer of the Company Social participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s Social's outstanding voting equity securities, calculated on the basis of voting power, any “"promoter” " (as that term is defined in Rule 405 under the 0000 Xxx) connected with the Company Social in any capacity at the time of the Closing Dateor any issuance of Additional Notes pursuant to the terms hereof, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ ' or dealer’s 's directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “"Covered Person” " and, together, “"Covered Persons”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “"Disqualification Event”"). The Company Social has exercised reasonable care to determine (ia) the identity of each person that is a an Covered Person; and (iib) whether any Covered Person is subject to a Disqualification Event. The Company Social has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act. of Regulation D. With respect to each Covered Person, the Company Social has established procedures reasonably designed to ensure that the Company Social receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including the Closing Date and any Closing Dateissuance of Additional Notes pursuant to the terms hereof. The Company Social is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 1000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 1000 Xxx) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a an Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the time of the Closing Date, or any placement agent or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has compliedcomplied in all material respects, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a 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 1933 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 (i) the identity of each person that is a Covered Person; and (ii) 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) under ), and has furnished to the 1933 ActPurchasers a copy of any disclosures provided thereunder. With respect to each The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities. The Company will notify the Purchasers in writing, the Company has established procedures reasonably designed prior to ensure that the Company receives notice from each any such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime any closing, any placement agent or dealer participating in the offering of the Shares Notes, and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Notes (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a an Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (i) any Disqualification Event relating to that Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Securities Act for purposes of the offer and sale of the SharesNotes.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 Xxx) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a 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 1933 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 (i) the identity of each person that is a Covered Person; and (ii) 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) under ), and has furnished to the 1933 ActPurchasers a copy of any disclosures provided thereunder. With respect to each The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities. The Company will notify the Purchasers in writing, prior to the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 XxxExchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Datetime of the Closing, the Placement Agent or any placement agent or dealer participating in the offering of the Shares and any of such agents’ Placement Agent’s or dealer’s directors, executive officers, other officers participating in the offering of the Shares (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Person, and will notify the Purchasers and the Placement Agent in writing, of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner of twenty percent (as that term is defined in Rule 13d-3 under the 0000 Xxx20%) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any “promoter” promoter (as that term is defined in Rule 405 under the 0000 XxxSecurities Act) connected with the Company in any capacity at the Closing Date, any placement agent or dealer participating in the offering time of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares sale (each, a 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 1933 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 (i) the identity of each person that is a Covered Person; and (ii) 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) under ), and has furnished to the 1933 ActPurchaser a copy of any disclosures provided thereunder. With respect to each The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities. The Company will notify the Purchaser in writing, prior to the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person Closing Date of (i) any Disqualification Event relating to that any Issuer Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that any Issuer Covered Person; in each case occurring up to and including any Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the Shares.

No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 0000 Xxx) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any “promoter” (as that term is defined in Rule 405 under the 0000 Xxx) connected with the Company in any capacity at the Closing Datetime of the Closing, any placement agent or dealer participating in the offering of the Shares Securities and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares Securities (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”). The Company has exercised reasonable care to determine (i) the identity of each person that is a an Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the 1933 Act). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person of (ix) any Disqualification Event relating to that Covered Person, and (iiy) any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case occurring up to and including any the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D under the 1933 Act for purposes of the offer and sale of the SharesSecurities.