Exempt Amount. “Exempt Amount” means the maximum amount that can be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii).

Exempt Offering. Assuming the accuracy of each Purchaser’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Note by the Company to the Purchaser.

Exempt Resolution No. 3.601, dated June 26, 2020, from the National Director of the Gendarmerie of Chile, which nullifies the award of the public tender for the contracting of the telematics monitoring service for offender (ID [[Identifier]]) ordered by Exempt Resolution No. 1,908, of March 10, 2020, of this origin, for the reasons it indicates and re-adjudicates the bidder it indicates.

Exempt Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement and the accuracy of the Placement Agent’s representations and warranties in the Placement Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

Exempt Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

Exempt Resolution No. 1,908, dated March 10, 2020, from the National Director of the Gendarmerie of Chile, which declares the offer that it indicates inadmissible, and awards public proposal ID [[Identifier]], for the contracting of the monitoring service telematics of offenders, due to the evaluation criteria indicated.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement will constitute a transaction exempt from # the registration requirements of Section 5 of the Act, in reliance upon [Section 4(a)(2)] thereof, and # the qualification requirements of the applicable state securities laws.

Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, # if such non-exempt Employee dies or suffers a Disability, # upon a Transaction in which such Option

Exempt Transactions. In no event shall Subtenant’s Right of First Offer under this Section 43 apply to, and Tenant shall have no obligation to provide an Offer Notice with respect to, any ROFO Space that is subject to options to lease/sublease of other subtenants of Tenant (and their successors and assigns) that exist as of the date of this Sublease.

Exempt Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.