TransUnion represents and warrants that the Services will be provided in a professional and workmanlike manner consistent with industry standards. In no event may Subscriber reverse engineer the TransUnion Scores. Both parties shall retain the right to cause services of the same or a different kind to be performed by its own personnel or other agents during the term of this Agreement. §1681 et seq.) For purposes of this Agreement, the term Reference Services shall be deemed to include both. ** The following certifications are available for use by Government Agencies only **. TransUnion, as a stand-alone service, in conjunction with Consumer Report Information or as an append to an ancillary service, has the capability to offer an indicator in the event a consumers name, as supplied by Subscriber to TransUnion on input and not as may be found on TransUnions database(s), appears on the United States Department of Treasury Office of Foreign Asset Control File (OFAC File). Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. BILLING AGENT shall obtain, and maintain for the term of this Agreement: (a) Workers Compensation and/or all other Social Insurance in accordance with the statutory requirements of the jurisdiction in which the services will be performed and (b) Comprehensive General Liability and Errors and Omissions Liability Insurance, covering all BILLING AGENTS operations under this Agreement, in an appropriate amount, but in no event less than an amount of One Million Dollars ($1,000,000.00) per occurrence. Nothing in this Agreement grants to BILLING AGENT any right or authority to incur any expense in the name of TransUnion nor to assume or create any obligation or responsibility, express or implied, for or on behalf of TransUnion, nor to bind TransUnion in any way or manner whatsoever. Upstart Holdings, Inc. (“Upstart”) announced today the pricing of its initial public offering of its common stock at a price to the public of $20.00 per share. Subscriber recognizes that factors other than the TransUnion Score may be considered in making a decision as to a consumer. Any such notice or other communication shall be sufficiently given if: (1) delivered personally to the address, referred to below, of the party to whom notice is to be given; or, (2) sent by. Subscriber further agrees to retain copies of all such written authorizations for a minimum of five (5) years from the date of inquiry, and make such written authorizations available to TransUnion upon request. The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. For use solely in Subscribers fiduciary or representative capacity on behalf of the consumer. THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18, OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH. This Agreement applies to any of those information services which Subscriber may desire to receive from TransUnion and which TransUnion offers to Subscriber. Subscriber hereby represents and warrants that, for each individual instant credit decision transaction for which Subscriber utilized Previous Instant Credit Decision, Subscriber shall use the Previous Instant Credit Decision solely: (i) one time for the specific permissible purpose, pursuant to the FCRA, for which Subscriber requested such individual instant credit decision transaction; and, (ii) solely in conjunction with such particular individual instant credit decision transaction. TransUnion shall supply, and deliver to Subscriber, such Prescreen Services in the form of prescreened lists (Prescreened Lists), in a mutually agreed upon format. ADDITIONALLY, NEITHER TRANSUNION NOR FAIR ISAAC SHALL BE LIABLE FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. TransUnion Score Performance. 1. Upstart … Fraud prevention service messages may be delivered with Consumer Report Information as a convenience, but are not part of a consumers file nor are they intended to be consumer reports. The breaching party shall have thirty (30) days to cure any alleged breach, provided that such breach is curable. Titles and headings to sections or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement. Revolving Credit and Security Agreement, dated May 23, 2018, between Upstart Warehouse Trust and Deutsche Bank AG, New York Branch, and Wilmington Savings Fund Society, FSB, amended as of August 3, 2018 and July 10, 2020. TRANSUNION SHALL NOT BE LIABLE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED. Subscriber enters into this Agreement on behalf of itself and its affiliates under common ownership and control, as identified on the attached Exhibit A (Affiliates), which may be amended by Subscriber from time to time to add and/or delete Affiliates upon written notice to TransUnion. Moreover, the foregoing exceptions to such obligations of confidentiality shall not apply to a combination of features found in such Confidential Information unless that combination and not just the individual features are within such exceptions. ITEM 15. Opinion of Wilson Sonsini Goodrich & Rosati, P.C. Upstart is offering 9,000,000 shares … Subscriber shall not use Data Services for any other purpose and shall take no action as to any individual consumer as the result of the Data Services received under this Agreement. All information received from Prescreened Services is for Subscribers exclusive, Instant Decision Processing. TRANSUNIONS TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT COLLECTED BY BILLING AGENT, UNDER THIS AGREEMENT, DURING THE TWELVE MONTH (12) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM. If Subscriber desires to receive CRD Reference Services, Subscriber hereby certifies that the specific purpose(s) for which the CRD Reference Services will be requested, obtained and used by Subscriber is one or more of the following uses as described in, and as may be interpreted from time to time, by competent legislative, regulatory or judicial authority, and as being encompassed by Section (6802)(e) of the Gramm-Leach-Bliley Act, Title V, Subtitle A, Financial Privacy (15 U.S.C. In July 2017, we issued a warrant to purchase a total of 31,554 shares of common stock to one accredited investor at an exercise price of $1.35 per share. TransUnion shall compensate BILLING AGENT for its services by establishing pricing with BILLING AGENT as set forth in Statement of Work entered into by BILLING AGENT on behalf of the Customer identified in Exhibit A, and permitting BILLING AGENT to mark up the cost and/or consolidate the fees into other fees, and bill the Customers who have entered into Service Agreements with TransUnion. Upstart Holdings, Inc. Outside Director Compensation Policy. TransUnion shall not be liable to Subscriber for any claim, injury, or damage suffered directly or indirectly by Subscriber as a result of any Subscriber requested changes to the exclusion criteria which result in normally excluded records being scored by such TransUnion Scores. This Pricing Addendum (the Pricing Addendum), is entered into on _11/25/2020_ and is effective January 1, 2021 (the Effective Date), by and between Trans Union LLC (TransUnion) and Upstart Network Inc. (Subscriber), and is intended to establish the pricing for Services provided to Subscriber by TransUnion pursuant to the Master Agreement for Consumer Reporting and Ancillary Services entered between the parties and effective March 20, 2015 (the Agreement). 4. Audit Rights. Upstart … The following shall be deemed Customers for purposes of this Billing Agent Agreement: ENT> S-1/A 1 d867925ds1a.htm AMENDMENT NO. SAN MATEO, Calif.--(BUSINESS WIRE)--Dec. 18, 2020-- ADDITIONALLY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED. Notwithstanding the foregoing, TransUnion may assign or transfer this Agreement to a wholly-owned subsidiary, in the event of a purchase of substantially all of TransUnions assets, or in the event of a corporate form reorganization (e.g., LLC to. All references in this Agreement to the singular shall include the plural where applicable. Subscriber shall require that Processor provide such media to TransUnion upon completion of such further processing but in no event later than seventy-five (75) days after Processors receipt of the media from TransUnion. Security. ITEM 13. JMP Securities and Blaylock Van, LLC acted as co-managers for this offering. A registration statement relating to this offering was declared effective by the Securities and Exchange Commission on December 15, 2020. Moreover, Subscriber shall require that Processor provide to TransUnion, in a mutually agreed upon format, clearly labeled media identifying all consumers on such refined Prescreened List so that TransUnion can post inquiries to its files on such consumers as required by law. However, BILLING AGENT shall notify TransUnion of any past due payments from such Customers and BILLING AGENT shall communicate directly with such Customers regarding such past due payments. Subscriber shall hold all Services Information in confidence and shall not disclose such information, in whole or in part, to any person except: (i) as required by law (e.g., an order of a court or data request from an administrative or governmental agency with competent jurisdiction) to be disclosed; provided however, that Subscriber shall provide TransUnion with ten (10) days prior written notice before the disclosure of such information pursuant to this Paragraph 5.1; (ii) its employees that have a need to know in connection with its use of the Services Information as permitted under this Agreement; or, (iii) its authorized agents who have a need to know in connection with its use of the Services Information as permitted under this Agreement and who are bound by written obligations sufficient to limit use of such Services Information strictly for Subscribers benefit in accordance with the use and other restrictions contained in this Agreement. Physical Address, City, State and Zip Code. This Amendment No. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. All TransUnion Scores provided hereunder will be held in strict confidence and may never be sold, licensed, copied, reused, or reproduced, and may never be disclosed, revealed or made accessible, in whole or in part, to any Person, except: (i) to those employees of Subscriber with a need to know and in the course of their employment; (ii) to those third party processing agents and other contractors of Subscriber who have a need to know in connection with Subscribers use of the TransUnion Scores as permitted hereunder and who have executed a written agreement that limits the use of the TransUnion Scores by the third party only to the use permitted to Subscriber and contains the prohibitions set forth herein regarding model development, model calibration, reverse engineering and confidentiality; (iii) when accompanied by the corresponding reason codes, to the consumer who is the subject of the score, when in connection with an adverse action notice; (iv) to governmental regulatory agencies; (v) to ratings agencies, dealers, investors and other third parties for the purpose of evaluating assets or investments (e.g., securities) containing or based on obligations of the consumers to which the Scores apply (e.g., mortgages, student loans, auto loans, credit cards), provided that (a) Subscriber may disclose Scores only in aggregated formats (e.g., averages and comparative groupings) that do not reveal individual Scores, (b) Subscriber shall not provide any information that would enable a recipient to identify the individuals to whom the Scores apply, and (c) Subscriber shall enter into an agreement with each recipient that limits the use of the Scores to evaluation of such assets or investments; or, (vi) as required by law. Trademarks shall be defined as all trademarks, trade names, service marks, slogans, logos, designs, and other similar means of distinction, which are owned or controlled by TransUnion. This Agreement is not intended to create or evidence any employer-employee arrangement, agency, partnership, joint venture, or similar relationship of any kind whatsoever between TransUnion and Subscriber. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Entire Agreement. The parties hereto agree that a facsimile or other electronic transmission of an unmodified image (e.g., transmission in a portable document format pdf) of this fully executed Agreement shall constitute an original and legally binding document. For employment purposes, in which case Subscriber shall request only a TransUnion service expressly designed for employment purposes (Employment Report). The first trade went for $26 on the Nasdaq, which was at the lower end of Upstart's predicted range, and the company was able to make $180 million through the initial public offering (IPO… TransUnion makes certain consumer report information services from its consumer reporting database (Consumer Report Information) available to its customers who have a permissible purpose for receiving such information in accordance with the Fair Credit Reporting Act (15 U.S.C. The term of this Agreement shall commence upon the Effective Date and shall remain in effect until terminated by any party hereto for any reason whatsoever by providing thirty (30) days prior written notification to the other party. Subscriber shall not request, obtain or use such CRD Reference Services for any other purpose. Auditing Rights. Assignment and Subcontracting. Bylaws of the registrant, as amended, as currently in effect. Subject to the Section below, the obligations of confidentiality set forth in this Section shall not apply to information: (a) which BILLING AGENT can demonstrate, by its written records, was already in the possession of BILLING AGENT prior to the first date of disclosure by TransUnion or any such other source; (b) which BILLING AGENT possesses or acquires independently of BILLING AGENTS activities or duties under this Agreement; (c) which is now or becomes publicly known through no fault of BILLING AGENT; (d) which BILLING AGENT rightfully receives from third parties (except for information received by BILLING AGENT from third parties in connection with its performance of this Agreement). BILLING AGENT shall not disclose the fees for Services being assessed by TransUnion for services for Customer or any third parties, and BILLING AGENT shall be responsible for all invoicing, shall own the accounts receivable for such accounts and shall be responsible for all costs associated with any required collection efforts. Each party understands that neither it nor its principals and employees will be entitled to receive any employment benefits from the other party including, but not limited to, health, life or disability insurance; retirement or pension plans; paid vacation or sick leave; unemployment compensation or workers compensation insurance. In addition, in the event that TransUnions cost of rendering Services increases as a result of federal, state or local laws, ordinances or other regulatory, administrative or governmental acts, then TransUnion may implement a surcharge subject to the following: (i) any surcharge will be applicable generally to TransUnions customers; (ii) TransUnion will provide sixty (60) days prior written notice to Subscriber prior to implementing any new surcharge; and, (iii) any surcharge will be applied only to products and services pertaining to consumers in the geographic area affected by the law, ordinance or other regulatory, administrative or governmental ordinance or other regulatory, administrative or governmental act. Jefferies and Barclays also acted as book-running managers. RECENT SALES OF UNREGISTERED SECURITIES. Nothing in this certification, or elsewhere in this Agreement, is intended to allow Subscriber to purchase Consumer Report Information for the purpose of selling or giving the report, or information contained in or derived from it, to the subject of the report, or to any other third party, and Subscriber expressly agrees to refrain from such conduct. With respect to each request for Data Services, Subscriber represents and warrants that: (i) it does not have the ability to match the Data Services to the identity of any consumer; (ii) it shall make no attempt to obtain data permitting it to match the Data Services to the identity of any consumer; (iii) it will not accept any information from any third party that permits such a match; and, (iv) it will make no such match. Subscriber shall notify TransUnion, in writing, whether it intends to have a designated third party processor (Processor) perform further processing of Prescreened Lists to further refine the selection. Force Majeure. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a. SAN MATEO, Calif.--(BUSINESS WIRE)--Dec 18, 2020--Upstart Holdings, Inc. (“Upstart”) (Nasdaq: UPST) announced today the closing of its initial public offering of its common stock at a price to the public of $20.00 per share, which includes 9,000,000 shares offered and sold by Upstart… Amended and Restated Billing Agent Agreement, dated November 25, 2020, between Upstart Network, Inc. and Trans Union LLC. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event Subscriber obtains OFAC Name Screen services from TransUnion in conjunction with Consumer Report Information or as an append to an ancillary service, Subscriber shall be solely responsible for taking any action that may be required by federal law as a result of a potential match to the OFAC File, and shall not deny or otherwise take any adverse action against any consumer which is based, in whole or in part, on TransUnions OFAC Name Screen services. View source version on businesswire.com: https://www.businesswire.com/news/home/20201218005678/en/, Press Each of the parties has jointly participated in the negotiation and drafting of this Agreement. If any term or provision of this Agreement is held by a court of competent jurisdiction be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Portions of this exhibit (indicated by asterisks) have been excluded because such information is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AI is commonly criticized as being a black box, but in Upstart’s prospectus, it is actually just a vague piece of paper. SUBSCRIBERS SOLE LIABILITY, AND TRANSUNIONS SOLE REMEDY, FOR BREACHES OF THIS AGREEMENT BY SUBSCRIBER ARISING FROM SUBSCRIBERS NEGLIGENCE SHALL BE CAPPED AT THE FEES BILLED UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE CLAIM. This Exhibit constitutes the entire agreement among the parties hereto and supersedes all prior agreements, whether oral or written, express or implied, with respect to the FICO Scores. Use of TransUnion Scores for Model Development or Model Calibration. BILLING AGENT, to the extent it is engaged by a Customer for the purpose of requesting, receiving, processing and/or storing Services represents, warrants and covenants to TransUnion that any such actions shall be conducted solely in its capacity as an agent for such Customer, for the benefit of such Customer, and shall at all times be consistent with the terms, conditions, and restrictions contained in the Service Agreement in effect between the Customer and TransUnion. Subscriber certifies that Subscriber is not a telephone solicitor doing business in Massachusetts or Connecticut and using the data provided by TransUnion for the initiation of a telephone call or message to encourage the purchase or rental of, or investment in, property, goods or services, that is transmitted to a consumer. Third Party Scores and Other Third Party Services. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following: any breach of their duty of loyalty to our company or our stockholders; any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or. From January 1, 2017 through the filing date of this registration statement, we granted to our directors, officers, employees, consultants, and other service providers options to purchase an aggregate of 15,362,417 shares of our common stock under our equity compensation plans at exercise prices ranging from approximately $1.35 to $20.23 per share. TransUnion Scores. TransUnion may provide score reason codes to Subscriber, which are designed to indicate the principal factors that contributed to the TransUnion Score, and may be disclosed to consumers as the reasons for taking adverse action, as required by the Equal Credit Opportunity Act (ECOA) and its implementing Regulation (Reg. This Amended and Restated TransUnion Master Agreement for Consumer Reporting and Ancillary Services (Agreement) is made and entered as of this ______ date of _11/25/2020_, 2020 (the Effective Date), by and between Trans Union LLC, with its principal place of business at 555 West Adams, Chicago, Illinois 60661 (TransUnion), and Upstart Network, Inc., with its principal place of business at 2950 South Delaware Avenue, #300, San Mateo, CA 94403 (Subscriber). Force Majeure. TransUnion shall have no liability for services (outside of TransUnion Services) provided by BILLING AGENT to Customer or third parties, and BILLING AGENT shall indemnify TransUnion in full (including attorneys fees and costs) for any claims that relate to services that BILLING AGENT provides to or on behalf Customer or other third parties. This is the initial public offering of shares of common stock of Upstart Holdings, Inc. We are offering shares of common stock. Each party understands that it will be responsible for paying and reporting one hundred percent (100%) of all applicable taxes and social insurance including, but not limited to, federal and state employment and income taxes, social security taxes and unemployment insurance, for itself, its principals and its employees. Confidentiality. ". The 2017 convertible notes accrued interest at a rate equal to 8.0% per year. The foregoing notwithstanding, either party shall have the right to terminate this Agreement as more fully stated herein. Form of common stock certificate of the registrant. With the exception of BILLING AGENT acting as billing agent under this Agreement and BILLING AGENTS obligation to provide these services, all other provisions of this Agreement shall survive any such termination of this Agreement. Lending company Upstart Inc. is looking to capitalize on a wave of enthusiasm for the financial technology sector as it heads for the public markets. TransUnion shall promptly provide written notification to BILLING AGENT in the event it exercises such termination rights. Each of the parties has jointly participated in the negotiation and drafting of this Agreement. The shares began trading on the Nasdaq Global Select Market on December 16, 2020 under the symbol “UPST.”. Unless otherwise set forth in this Agreement or as otherwise agreed to by TransUnion in writing, BILLING AGENT shall be responsible for all of its expenses incurred in the performance of this Agreement including, but not limited to: (a) dues and fees for membership in any local, state, or national trade association or attendance at seminars or conventions; (b) local and long-distance transportation expenses; and (c) expenses in connection with the operation of BILLING AGENTS business, including telephone, delivery, entertainment, and promotional expenses. Vermont Certification. Subscriber shall not disclose the FICO Scores nor the results of any validations or other reports derived from the FICO Scores to any third party (other than a consumer as expressly provided for below in this Section 4) unless: (a) such disclosure is clearly required by law; (b) Fair Isaac provides written consent in advance of such disclosure; and/or (c) such third party Subscribers designated third party processor agent aforementioned above in Section 1; provided however that in either (i.e., (b) or (c) above) event, Subscriber may make such disclosure (or in the event of (c), direct TransUnion to deliver such lists) only after Subscriber has entered into an agreement with the third party that (i) limits use of the FICO Scores to only the use permitted to Subscriber hereunder; (ii) obligates the third party provider to otherwise comply with the terms of this Exhibit; and (iii) names Fair Isaac as an intended third party beneficiary of such agreement. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Upstart Announces Pricing of Initial Public Offering Upstart Holdings, Inc. ("Upstart") announced today the pricing of its initial public offering of its common stock at a price to the public of $20.00 per share. With 477,558,320 class A and 108,859,160 Class B shares excellent, Want’s valuation may hit $14.06 billion at $24 a share. We have adopted an amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, and which will contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. TransUnion offers a suite of reference services from sources other than its Consumer Reporting Database. Subscriber Certifications. All policies of insurance obtained pursuant to this Agreement shall provide that such insurance shall not be changed or canceled until thirty (30) days prior written notice has been given to TransUnion. Upstart Holdings, Inc. 2020 Equity Incentive Plan and related form agreements. Subscriber hereby certifies that it will extend a Firm Offer of credit or insurance to each and every individual named on the Prescreened List, or Processor-refined Prescreened List, and that such offer will not be withdrawn or withheld after the offer is made, except as permitted by the FCRA. Confidentiality of TransUnion Scores. Upstart Holdings, Inc. 2012 Stock Plan and related form agreements. Any future updates to the forgoing notices will be accessible by Subscriber on TransUnions website. Each such request for prescreened names, including, but not limited to, such criteria associated with each such request, is hereby incorporated into this Agreement by reference. Survival. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Without limiting any of TransUnions remedies for, Term, Termination and Survival. To use the Consumer Report Information in connection with Subscribers legitimate business need for the information to review an account to determine whether the consumer continues to meet the terms of the account. For the purpose of this Section 4.4.3, Person shall mean an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any Government Authority. Subscriber and all said Affiliates shall hereinafter be referred to collectively as Subscriber. 3) to the Registration Statement on Form. The TransUnion Score may appear on a credit report for convenience only, but is not a part of the credit report nor does it add to the information in the report on which it is based. Independent Contractors. Subscriber shall use TransUnion Scores provided in connection with the delivery of a consumer report only in accordance with its permissible purpose under the FCRA certified at the time of its request for such TransUnion Scores. Industry: Finance Services - … The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. B). 7. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.