Common use of The Issuance of UFOG Common Stock Clause in Contracts

The Issuance of UFOG Common Stock. UFOG and the Majority Shareholder understand and agree that the consummation of this Agreement, including the issuance of the UFOG Common Stock to the Majority Shareholder as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. UFOG and the Majority Shareholder agree that such transactions shall be consummated in reliance on an exemption from registration pursuant to the Securities Act of 1933, as amended (the “Act”), provided by Regulation S. Such exemption is based on the following representations, warranties and covenants made by the Majority Shareholder.