Bad Actor

Eligibility to rely on the offering exemptions is dependent upon, among other things, the absence of any “bad actor,” including among the issuer, the issuer’s directors and officers, certain significant shareholders of the issuer, and any person who has received or will receive direct or indirect compensation for solicitation of purchasers in connection with such offering, among others. The disqualifying events, or bad acts, include certain criminal convictions, restraining orders, and regulatory proceedings in connection with the purchase or sale of a security involving false statements.