Common use of Qualification Rights Clause in Contracts

Qualification Rights. (a) The Company agrees to prepare and file with the SEC, not earlier than the 370th day following the Issuance Date and not later than 60 business days following the date that is 370 days following the Issuance Date, an Offering Statement on Form 1-A, or, in the discretion of the Company, such offering document as may then be required to be filed with the SEC to seek an exemption pursuant to Section 3(b)(2) of the Act (any of the foregoing, an “Offering Statement”) with respect to the Issuable Shares and will use commercially reasonable efforts to cause such Offering Statement to be declared qualified by the SEC as soon as practicable thereafter. (b) The Company shall use commercially reasonable efforts to keep the Offering Statement continuously qualified for the period beginning on the date on which the Offering Statement is declared qualified and ending on the Expiration Date. During the period that the Offering Statement is qualified, the Company shall supplement or make amendments to the Offering Statement, as required by the Act or other law, and shall use its commercially reasonable efforts to have such supplements and amendments declared qualified, if required, as soon as practicable after filing. (c) The Company shall use its commercially reasonable efforts to register or qualify all Issuable Shares under the securities or “blue sky” laws of the state of the Holder’s residence as of the date of qualification of the Offering Statement or as soon as practicable thereafter, but only to the extent legally required to do so, and shall use its commercially reasonable efforts to keep such registration or qualification in effect for so long as the Offering Statement remains qualified with the SEC. (d) Notwithstanding the provisions of subsections (a) — (c) of this Section 4: (i) the Company shall have no obligation to file or seek qualification of an Offering Statement with SEC if, on or prior to the 370th day following the Issuance Date, the Company has determined, upon the opinion of counsel, that another exemption or exception from registration under the Act is applicable to the issuance of the Issuable Shares; and (ii) the Company shall have no obligation to register or qualify the Issuable Shares under the securities or “blue sky” laws of the state of the Holder’s residence if, on or prior to the 370th day following the Issuance Date, the Company has determined, upon the opinion of counsel, that another exemption or exception from registration or qualification under the applicable state securities or “blue sky” laws is applicable.

Qualification Rights. (a1) The Company agrees to prepare and file with the SEC, not earlier than the 370th day following the Issuance Date and not later than 60 business days following the date that is 370 days following the Issuance Date, Commission an Offering Statement on Form 1-A, or, in the discretion of the Company, such offering document as may then be required to be filed with the SEC to seek an exemption pursuant to Section 3(b)(2) of the Act (any of the foregoing, an “Offering Statement”) with respect to the Issuable Shares Units associated with the Purchase Period and will use commercially reasonable efforts to cause such Offering Statement to be declared qualified by the SEC Commission as soon as practicable thereafter. Such Offering Statement shall be filed with the Commission sufficiently in advance, in the Company’s commercially reasonable judgment, to provide for such Offering Statement to be declared effective on or prior to the Purchase Period. (b2) The Company shall use commercially reasonable efforts to keep the Offering Statement continuously qualified for the at least that period beginning on the date on which the Offering Statement is declared qualified and ending on a date sufficient to allow for the Expiration Dateexpiration of the Purchase Period. During the period that the Offering Statement is qualified, the Company shall supplement or make amendments to the Offering Statement, as required by the Securities Act or other law, and shall use its commercially reasonable efforts to have such supplements and amendments declared qualified, if required, as soon as practicable after filing. (c3) The Company shall use its commercially reasonable efforts to register or qualify all Issuable Shares Units under the applicable state securities or “blue sky” laws of the state of the Holder’s residence as of the date of qualification of the Offering Statement or as soon as practicable thereafter, but only to the extent legally required to do so, and shall use its commercially reasonable efforts to keep such registration or qualification in effect for so long as the Offering Statement remains qualified with the SECCommission. (d4) Notwithstanding the provisions of subsections (a) — – (c) of this Section 412: (iA) the Company shall have no obligation to file or seek qualification of an Offering Statement with SEC if, on or prior to the 370th day following the Issuance Date, Commission if the Company has determined, upon the opinion of counsel, that another exemption or exception from registration under the Securities Act is applicable to the issuance of the Issuable SharesUnits; and (iiB) the Company shall have no obligation to register or qualify the Issuable Shares Units under the any state’s securities or “blue sky” laws of the state of the Holder’s residence if, on or prior to the 370th day following the Issuance Date, if the Company has determined, upon the opinion of counsel, that another exemption or exception from registration or qualification under the applicable state securities or “blue sky” laws is applicable.

Qualification Rights. (a1) The Company agrees to prepare and file with the SEC, not earlier than the 370th day following the Issuance Date and not later than 60 business days following the date that is 370 days following the Issuance Date, SEC an Offering Statement on Form 1-A, or, in the discretion of the Company, such offering document as may then be required to be filed with the SEC to seek an exemption pursuant to Section 3(b)(2) of the Act (any of the foregoing, an “Offering Statement”) with respect to the Issuable Shares Units associated with each applicable Redemption Date or the Conversion Date, as applicable, and will use commercially reasonable efforts to cause such Offering Statement to be declared qualified by the SEC as soon as practicable thereafter. Such Offering Statement shall be filed with the SEC sufficiently in advance, in the Company’s commercially reasonable judgment, to provide for such Offering Statement to be declared effective on or prior to the applicable Redemption Date or the Conversion Date, as applicable. (b2) The Company shall use commercially reasonable efforts to keep the Offering Statement continuously qualified for the at least that period beginning on the date on which the Offering Statement is declared qualified and ending on a date sufficient to allow for the Expiration Dateexpiration of the applicable Redemption Exercise Period or the Conversion Exercise Period, as applicable. During the period that the Offering Statement is qualified, the Company shall supplement or make amendments to the Offering Statement, as required by the Act or other law, and shall use its commercially reasonable efforts to have such supplements and amendments declared qualified, if required, as soon as practicable after filing. (c3) The Company shall use its commercially reasonable efforts to register or qualify all Issuable Shares Units under the applicable state securities or “blue sky” laws of the state of the Holder’s residence as of the date of qualification of the Offering Statement or as soon as practicable thereafter, but only to the extent legally required to do so, and shall use its commercially reasonable efforts to keep such registration or qualification in effect for so long as the Offering Statement remains qualified with the SEC. (d4) Notwithstanding the provisions of subsections (a) — – (c) of this Section 43: (iA) the Company shall have no obligation to file or seek qualification of an Offering Statement with the SEC if, on or prior to the 370th day following the Issuance Date, if the Company has determined, upon the opinion of counsel, that another exemption or exception from registration under the Act is applicable to the issuance of the Issuable SharesUnits; and (iiB) the Company shall have no obligation to register or qualify the Issuable Shares Units under the any state’s securities or “blue sky” laws of the state of the Holder’s residence if, on or prior to the 370th day following the Issuance Date, if the Company has determined, upon the opinion of counsel, that another exemption or exception from registration or qualification under the applicable state securities or “blue sky” laws is applicable.