Bad Actor” is an Issuer or any person associated with raising capital through a Private Placement, who has, among other things, been convicted of or been the subject of court injunctions or restraining orders related to Securities transactions as outlined in SEC Rule 506.

Pursuant to Rule 506, an Issuer is disqualified from a Private Placement Exemption if a Bad Actor exists in conjunction with the Financing transaction. Associated persons of the Issuer include, but are not limited to, its Directors, Officers, Stockholders owning 20% or more of its Equity Ownership, Promoters, investment managers, and persons compensated for soliciting Investors.