Common use of Offering Exemption Clause in Contracts

Offering Exemption. The Member understands that the shares of Buyer Common Stock to be acquired by the Member pursuant to the Unit Purchase have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. The Member is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. The Member Such Shareholder understands that the shares of Buyer Parent Common Stock to be acquired by the Member him pursuant to the Unit Purchase Merger (such shares of Parent Common Stock, the “Merger Shares”) have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock Merger Shares are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. The Member Such Shareholder is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. The Member Each of the Members understands that the shares of Buyer Common Stock to be acquired by the Member him, her or it pursuant to the Unit Membership Interest Purchase have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. The Member Each of the Members is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. The Member Each of the Shareholders understands that the shares of Buyer Common Stock to be acquired by the Member him pursuant to the Unit Share Purchase have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. The Member Each of the Shareholders is an “"accredited investor” " as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. The Member Such Shareholder understands that the shares of Buyer Parent Common Stock to be acquired by the Member him pursuant to the Unit Purchase Share Exchange (such shares of Parent Common Stock, the “Exchange Shares”) have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock Exchange Shares are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. The Member Such Shareholder is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. The Member Such Stockholder understands that the shares of Buyer Common Stock to be acquired by the Member such Stockholder pursuant to the Unit Share Purchase have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. The Member Such Stockholder is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. The Member Each Stockholder understands that the shares of Buyer Purchaser Common Stock to be acquired by the Member it pursuant to the Unit Purchase this Agreement have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Purchaser Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. The Member Such Stockholder is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. The Member Such Stockholder understands that the shares of Buyer Common Stock to be acquired by the Member such Stockholder pursuant to the Unit Share Purchase have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. The Member Such Stockholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act or a “sophisticated investor” as construed in Rule 501 promulgated 506(b)(2)(ii) under the Securities Act.