Common use of Acknowledgement Regarding Buyers’ Trading Activity Clause in Contracts

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) the Buyer has not been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the Buyer, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Anything in this Agreement or elsewhere herein to the contrary notwithstanding, but subject to compliance by the Buyers with applicable law, it is understood and acknowledged by the Company acknowledges and agrees that (i) that none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the that past or future open market or other transactions by any Buyer, including, without limitation, short sales or "derivative" transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company's publicly-traded securities; (iii) that any Buyer and counter-counter parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iiiiv) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares, Dividend Shares and Warrant Shares deliverable with respect to the Securities are being determined and (b) such hedging and/or trading activities, activities (if any, can ) could reduce the value of the existing stockholders’ ' equity interest interests in the Company both at and after the time that the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) the Buyer has not been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the Buyer, and counter-parties in “"derivative” " transactions to which any the Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that that, except as otherwise set forth herein or in any other Transaction Document, (i) the Buyer has Buyers have not been asked to agree, nor has have the Buyer Buyers agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the BuyerBuyers, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and ; (iii) the Buyer Buyers shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver shares of Common Stock as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of the Company. The Company further understands and acknowledges that (a) the Buyer Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Anything in this Agreement or elsewhere herein to the contrary notwithstanding, but subject to and in reliance upon compliance by the Buyers with applicable law, it is understood and acknowledged by the Company acknowledges and agrees that (i) that none of the Buyer has not Buyers have been asked by the Company or its Subsidiaries to agree, nor has any Buyer agreed with the Buyer agreedCompany or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) that past or future open market or other transactions by any Buyer, including, without limitation, short sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Buyer, and counter-counter parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iiiiv) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that that, subject to and in reliance upon compliance by the Buyer Buyers with applicable law, (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (b) such hedging and/or trading activities, activities (if any, can ) could reduce the value of the existing stockholders’ equity interest interests in the Company both at and after the time that the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, Stock and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, Buyer has not been asked by the Company or any of its Subsidiaries to agree, nor has Buyer agreed with the Buyer agreedCompany or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short, ) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the Buyer, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Conversion Shares deliverable with respect to the Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any other Transaction Document or any of the documents executed in connection herewithherewith or therewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, Ordinary Shares and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholdersshareholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Certificate of Designations, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ shareholders' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) except as provided in Section 2(k), none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the except as provided in Section 2(k), any Buyer, and counter-counter parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed by the Company to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, Shares and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholdersshareholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that that, except as set forth in Section 4(x), (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer that, except as set forth in Section 4(x), one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ shareholders' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company understands and acknowledges and agrees that (i) that none of the Buyer has not Buyers have been asked by the Company or its Subsidiaries to agree, nor has any Buyer agreed with the Buyer agreedCompany or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the that any Buyer, and counter-parties counterparties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party counterparty in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and/or the Warrant Shares are being determined determined, and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) the Buyer has not been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or shortlong, the securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the Buyer, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ shareholders' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that that, except as set forth in Section 4(p), (i) none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-counter parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares, Interest Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) that the Buyer has not been asked to agree, nor has and the Buyer has not agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) that the Buyer, and counter-counter parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) that the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (a) the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Warrant Shares deliverable with respect to Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Note or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) that none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the that any Buyer, and counter-counter parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and the Warrant Shares deliverable with respect to Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.. (jj)

Acknowledgement Regarding Buyers’ Trading Activity. The Parent and each Company acknowledges acknowledge and agrees agree that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Parent or either Company, or “"derivative” " securities based on securities issued by the Parent or either Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common StockShares, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Each Company and the Parent further understands understand and acknowledges that the Buyer acknowledge that, subject to applicable law, (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company Parent both at and after the time the hedging and/or trading activities are being conducted. The Each Company acknowledges and the Parent acknowledge that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Articles of Incorporation (as amended) of either Company or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) none of the Buyer has not Buyers have been asked by the Company or its Subsidiaries to agree, nor has any Buyer agreed with the Buyer agreedCompany or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties counterparties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party counterparty in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Except as set forth in Sections 2(m) and 4(s), the Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Warrant Shares and/or the Adjustment Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) that the Buyer has not been asked by the Company or its Subsidiaries to agree, nor has the Buyer agreedagreed with the Company or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; , (ii) that the Buyer, and counter-parties counterparties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common StockShares, and (iii) that the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party counterparty in any “derivative” transaction. The Company further understands and acknowledges that the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholdersshareholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Series A Share Rights or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-counter parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Company Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholdersshareholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewithTransaction Documents.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) the Buyer has not been asked to agree, nor has the Buyer agreed, to desist from purchasing or sellingorselling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company theCompany or to hold the Securities for any specified term; (ii) the Buyer, and counter-parties in “derivative” transactions "derivative"transactions to which any the Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common theCommon Stock, and (iii) the Buyer shall not be deemed to have any affiliation with or control over any arm’s length arm'slength counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer theBuyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstandingareoutstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined beingdetermined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Anything in this Agreement or elsewhere herein to the contrary notwithstanding, but subject to compliance by the Buyer with applicable law, it is understood and acknowledged by the Company acknowledges and agrees that (i) that the Buyer has not been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) that past or future open market or other transactions by the Buyer, including, without limitation, short sales or "derivative" transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company's publicly-traded securities; (iii) that the Buyer, and counter-counter parties in “"derivative” " transactions to which any the Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iiiiv) that the Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that (a) the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (b) such hedging and/or trading activities, activities (if any, can ) could reduce the value of the existing stockholders’ ' equity interest interests in the Company both at and after the time that the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) except as set forth in Section 4(e), none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Warrant Shares and/or the Adjustment Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Offered Notes, or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholdersshareholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Indenture or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) except as set forth in Section 2(j), none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer except as set forth in Section 2(j) (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ shareholders' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Certificate of Designations, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are is being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that that, except as otherwise set forth herein or in any other Transaction Document, (i) the Buyer has not been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the Buyer, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, Stock and (iii) the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that following the Buyer public disclosure of the transactions contemplated by the Transaction Documents, one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares, the Warrant Shares and/or the Interest Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) that none of the Buyer has not Buyers have been asked by the Company or its Subsidiaries to agree, nor has any Buyer agreed with the Buyer agreedCompany or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the that any Buyer, and counter-parties counterparties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party counterparty in any “derivative” transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined determined, and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Except as set forth in Section 2(f) and Section 2(n), it is understood and acknowledged by the Company acknowledges and agrees that (i) the that each Buyer has not been asked to agree, nor and each Buyer has the Buyer not agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the that each Buyer, and counter-counter parties in “derivative” transactions to which any the each Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Except as set forth in Section 2(n), the Company further understands and acknowledges that the (a) each Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Indenture or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) the Buyer has not been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the Buyer, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, Stock and (iii) the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and/or the conversion ratios of the Notes are being adjusted or recalculated and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes or any of the documents executed in connection herewith (except as specifically set forth in this Agreement, the Notes or any of the documents executed in connection herewith.). (ff)

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that other than as expressly set forth in this Agreement or the Registration Rights Agreement (i) none of the Buyer Buyers has not been asked by the Company to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, Stock and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) that following the Buyer has not issuance of the Press Release contemplated by Section 4(i), none of the Buyers have been asked by the Company or its Subsidiaries to agree, nor has any Buyer agreed with the Buyer agreedCompany or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the that any Buyer, and counter-parties counterparties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party counterparty in any “derivative” transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Subject to the provisions of Section 2(j), the Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Except as set forth in Section 2(k), the Company understands and acknowledges and agrees that (i) that none of the Buyer Buyers has not been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Buyer agreedCompany or any of its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the that any Buyer, and counter-parties counterparties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party counterparty in any “derivative” transaction. The Company further understands and acknowledges that the Buyer (x) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (by) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or the Transaction Documents or any of the documents executed in connection herewithherewith or therewith. The Company is not aware of any of the aforementioned hedging and/or trading activities of any of the Buyers. The Company may not be informed of, and will not monitor, any such aforementioned hedging and/or trading activities by any one or more Buyers in the future.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-counter parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and the Warrant Shares deliverable with respect to Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-counter parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that that, except as set forth in Section 4(t), (i) none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-counter parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares, the Warrant Shares, and the Interest Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) the Buyer has not been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or shortlong, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the Buyer, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) the Buyer has not been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the Buyer, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (a) the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Shares and/or the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or or, subject to Section 4(k) of this Agreement, to hold the Securities Common Shares for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, Stock and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Common Shares are being determined outstanding and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholdersshareholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or and/or, subject to Section 4(k) of this Agreement, trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-counter parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares, the Warrant Shares, and any Interest Shares deliverable with respect to Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Except as otherwise provided in Section 4(m), the Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined outstanding and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Subject to the provisions of Section 2(j) and Section 4(m), the Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants, the Additional Warrants, if any, or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities Shares for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities Shares are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Subject to the provisions of Section 2(j), the Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Except as set forth in Section 2(f) and Section 2(l), it is understood and acknowledged by the Company acknowledges and agrees that (i) that the Buyer has not been asked to agree, nor has and the Buyer has not agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) that the Buyer, and counter-counter parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) that the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Except as set forth in Section 2(l), the Company further understands and acknowledges that (a) the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Indenture or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) that none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the that any Buyer, and counter-counter parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company and the Company further understands understand and acknowledges acknowledge that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and the Warrant Shares deliverable with respect to Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares, the Interest Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-counter parties in “"derivative” " transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company understands and acknowledges and agrees that that, except as otherwise provided in Section 2(j) above, (i) none of the Buyer has not Buyers have been asked by the Company or its Subsidiaries to agree, nor has any Buyer agreed with the Buyer agreedCompany or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the that any Buyer, and counter-parties counterparties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) to the knowledge of the Company, that each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party counterparty in any “derivative” transaction. The Company further understands and acknowledges that the Buyer that, except as otherwise provided in Section 2(j) above, (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined determined, and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the other Transaction Documents, the Notes or any of the other documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that (i) none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-counter parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company understands and acknowledges and agrees that (i) that, except as set forth in Section 4(p), none of the Buyer has not Buyers have been asked by the Company or its Subsidiaries to agree, nor has any Buyer agreed with the Buyer agreedCompany or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Securities for any specified term; term and (ii) the Buyer, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party counterparty in any “"derivative” " transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares and the Warrant Shares deliverable with respect to Securities are being determined (except as set forth in Section 4(p) below) and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ ' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Certificate of Designations, the Warrants or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes, or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The It is understood and acknowledged by the Company acknowledges and agrees that that, except as otherwise provided in Section 2(k) above, (i) none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) to the knowledge of the Company, each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer that, except as otherwise provided in Section 2(k) above, one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Except as otherwise provided in Section 4(m) , the Company acknowledges and agrees that (i) none of the Buyer Buyers has not been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities Common Shares for any specified term; (ii) the any Buyer, and counter-parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common StockStock that was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents, and (iii) the each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that following the Buyer public disclosure of the transactions contemplated by the Transaction Documents, one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities Common Shares are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Subject to the provisions of Section 2(j) and Section 4(m) , the Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) the Buyer has not been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the Buyer, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (a) the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Offered Notes, or any of the documents executed in connection herewith.

Acknowledgement Regarding Buyers’ Trading Activity. The Company understands and acknowledges and agrees that (i) that none of the Buyer has not Buyers have been asked to agree, nor has the any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) the that any Buyer, and counter-counter parties in “derivative” transactions to which any the such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iii) the that each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Buyer (a) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Notes or any of the documents executed in connection herewith.