Common use of Qualified Small Business Stock Clause in Contracts

Qualified Small Business Stock. As of and immediately following the Closing, the Company meets and will meet all of the requirements for qualification as a “qualified small business” set forth in Section 1202(d) of the Code, including without limitation the following: (i) the Company will be a domestic C corporation, (ii) the Company’s (and any predecessor’s) aggregate gross assets, as defined by Section 1202(d)(2) of the Code, at no time between the date of its incorporation and the Closing, have exceeded U.S. $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Section 1202(d)(3)of the Code, (iii) the Company has not made any purchases of its own stock described in Section 1202(c)(3)(B) of the Code during the one year period preceding the Closing, and (iv) the Company is an eligible corporation as defined by Section 1202(e)(4) of the Code; provided, however, that in no event shall the Company be liable to the Investor or any other party for damages arising from subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Section 1202 of the Code, unless the Company is grossly negligent or fraudulent in its determination.

Qualified Small Business Stock. As of and immediately following the Closing, the Company meets and will meet all of the requirements for qualification as a “qualified small business” set forth in Section 1202(d) of the Code, including without limitation the following: (i) the Company will be a domestic C corporation, (ii) the Company’s (and any predecessor’s) aggregate gross assets, as defined by Section 1202(d)(2) of the Code, at no time between the date of its incorporation and the Closing, have exceeded U.S. $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Section 1202(d)(3)of the Code, (iii) the Company has not made any purchases of its own stock described in Section 1202(c)(3)(B) of the Code during the one year period preceding the Closing, and (iv) the Company is an eligible corporation as defined by Section 1202(e)(4) of the Code; provided, however, that in no event shall the Company be liable to the Investor FOMO WORLDWIDE, INC. or any other party for damages arising from subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Section 1202 of the Code, unless the Company is grossly negligent or fraudulent in its determination.