Extract to table

Accordingly, the offer and sale of such instruments must either be registered under Section 5 of the Securities Act or qualify for an applicable exemption from registration

Accordingly, the offer and sale of the Notes must either be registered under Section 5 of the Securities Act or qualify for an applicable exemption from registration

Importantly, the exemption analysis set forth in this memorandum must cover not only the initial issuance of the Notes but also the subsequent issuance of the Conversion Shares upon conversion

The offering must not involve general solicitation or general advertising

The offerees must be sufficiently sophisticated to evaluate the merits and risks of the investment, and must have access to the type of information that would be included in a registration statement

This simplifies the disclosure obligations of the Company, although we note that the Company remains subject to the anti-fraud provisions of the federal securities laws and must ensure that all information provided to the Purchasers is complete, accurate, and not misleading, as discussed in Section XII below