Common use of Private Offering Clause in Contracts

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws will be required by the offer, sale, or issuance of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5.

Private Offering. No form of general solicitation or general advertising was used by the Company Parent or its representatives in connection with the offer offer, sale or sale issuance of the Purchased Shares. No registration of the Purchased Shares pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or "“blue sky" laws ” laws, will be required by the offer, sale, sale or issuance of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Shares.

Private Offering. No form of general solicitation or general advertising was used by the Company or its any of the Subsidiaries or their respective representatives in connection with the offer or sale of the Purchased SharesShares or Warrants. No registration of the Purchased Shares or Warrants, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws laws, will be required by the offer, sale, sale or issuance of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5or Warrants.

Private Offering. No form of general solicitation or general advertising was used by the Company Seller or its representatives in connection with the offer or its sale of the Purchased Shares. No registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws will be laws, is required by the offer, sale, offer or issuance sale of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Purchasers.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale sales of the Purchased Shares. No Assuming the accuracy of the representations and warranties of the Purchasers, no registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "“blue sky" laws ” laws, will be required by the offer, sale, sale or issuance of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Shares.

Private Offering. No form of general solicitation or general advertising was used by the Company Seller or its representatives in connection with the offer or sale its issuance of the Purchased Shares. No registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws will be laws, is required by the offer, sale, offer or issuance sale of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Purchasers.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Preferred Shares. No registration of the Purchased Preferred Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws will be required by the offer, sale, sale or issuance of the Purchased Preferred Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5.

Private Offering. No form of general solicitation or general advertising was used by the Company Seller or its representatives in connection with the offer or sale its issuance of the Purchased Shares. No registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "“blue sky" laws will be ” laws, is required by the offer, sale, offer or issuance sale of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Purchasers.

Private Offering. No form of general solicitation or general advertising was used by the Company Seller or its his representatives in connection with the offer or his sale of the Purchased Shares. No registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws will be laws, is required by the offer, sale, offer or issuance sale of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Shares.

Private Offering. No form of general solicitation or general advertising was used by the Company Borrower or its any their respective representatives in connection with the offer or sale of the Purchased Warrants or the Warrant Shares. No registration of the Purchased Shares Warrants or the Warrant Shares, pursuant to the provisions any provision of the Securities Act or any state securities or "“blue sky" laws ” Laws, will be required by the offer, sale, sale or issuance of the Purchased Shares pursuant to this Agreement, assuming Warrants or the accuracy of the Purchaser's representation contained in Section 4.5Warrant Shares.

Private Offering. No form of general solicitation or general advertising was used by the Company Seller or its representatives in connection with the offer or its sale of the Purchased Shares. No registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "“blue sky" laws will be ” laws, is required by the offer, sale, offer or issuance sale of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Purchasers.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws will be required by the offer, sale, or issuance of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No Assuming reliance upon Article IV hereof, no registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws laws, will be required by the offer, sale, sale or issuance of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Shares.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Class A Preferred Shares. No Assuming the accuracy of the Contributor’s representations and warranties in Section 3.5 hereof, no registration of the Purchased Shares Class A Preferred Shares, pursuant to the provisions of the Securities Act or any state securities or "“blue sky" laws ” laws, will be required by the offer, sale, sale or issuance of the Purchased Class A Preferred Shares to the Contributor pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5.

Private Offering. No form of general solicitation or general advertising was used by the Company Parent or its representatives in connection with the offer offer, sale or sale issuance of the Purchased Shares. No registration of the Purchased Shares pursuant to the provisions of the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities or "blue sky" laws laws, will be required by the offer, sale, sale or issuance of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Shares.

Private Offering. No form of general solicitation or general advertising was used by the Company, any Stockholder or any Affiliate of the Company or its any Stockholder, or their respective representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or "“blue sky" ” laws will be required by for the offer, sale, sale or issuance of the Purchased Shares by the Company pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5.

Private Offering. No form of general solicitation or general advertising was used by the Company Seller or its representatives in connection with the offer or sale of the Purchased Initial Shares or the Warrant Shares. No registration of the Purchased Initial Shares or Warrant Shares pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws will be required by the offer, sale, sale or issuance of the Purchased Initial Shares or the Warrant Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Buyer’s representations.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Preferred Shares. No registration of the Purchased Preferred Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws will be required by the offer, sale, sale or issuance of the Purchased Shares Securities pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5.

Private Offering. No form of general solicitation or general advertising was used by the Company Seller or its his representatives in connection with the offer or his sale of the Purchased Shares. No registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws will be laws, is required by the offer, sale, offer or issuance sale of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Purchasers.

Private Offering. No form of general solicitation or general advertising was used by the Company such Selling Stockholder or its his representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws laws, will be required by the offer, sale, or issuance sale of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Shares.

Private Offering. No form of general solicitation or general advertising was used by the Company Buyer or its representatives in connection with the offer or sale of the Purchased Buyer Shares. No registration of the Purchased Buyer Shares pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws will be required by the offer, sale, sale or issuance of the Purchased Buyer Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Buyer’s representations.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws laws, will be required by the offer, sale, sale or issuance of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5Shares.

Private Offering. No form of general solicitation or general advertising was used by the Company Company, or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares pursuant to the provisions of the United States Securities Act of 1933, as amended (the “Securities Act”) or any the state securities or "“blue sky" ” laws will be required by for the offer, sale, sale or issuance of the Purchased Shares pursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5.

Private Offering. No form of general solicitation or general advertising was used by the Company Seller or its representatives in connection with the offer or sale of the Purchased Initial Shares or the Warrant Shares. No registration of the Purchased Initial Shares or Warrant Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws will be required by the offer, sale, sale or issuance of the Purchased Initial Shares or the Warrant Shares pursuant to this Agreement, assuming the accuracy of the PurchaserBuyer's representation contained in Section 4.5representations.