Common use of Acknowledgement Regarding Holder’s Trading Activity Clause in Contracts

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.16 hereof), it is understood and acknowledged by the Company (i) that none of the Holders have been asked to agree, nor has any Holder 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 any Holder, including Short Sales, and specifically 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 Holder, and counter-parties in “derivative” transactions to which any such Holder is a party, directly or indirectly, presently may have a “short” position in the Common Stock; and (iv) that each Holder 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) one or more Holders may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined and (b) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.16 hereof), it It is understood and acknowledged by the Company that, except as otherwise specifically set forth in any written agreement between the Company and the applicable Holder (including Section 4.3 of this Agreement, which shall control to the extent in conflict with this Section 3.1(x)), (i) that following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Holders have has been asked by the Company or any of its Subsidiaries to agree, nor has any Holder agreedagreed with the Company or any of its Subsidiaries, to desist refrain from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or or short, ) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) that past or future open market or other transactions by any Holder, including Short Sales, and specifically 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 Holder, and counter-parties in “derivative” transactions to which any such Holder is a party, directly or indirectly, presently may have a “short” position in the Common Stock; and (iv) that each no Holder shall not be deemed to have any affiliation with or control over any arm’s length counter-party counterparty in any “derivative” transaction; and (iv) each Holder may rely on the Company’s obligation to timely deliver Shares upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of the Company, subject to the limitations set forth herein. The Company further understands and acknowledges that (a) that, except as otherwise specifically set forth in any written agreement between the Company and the applicable Holder, following the public disclosure of the transactions contemplated by the Transaction Documents one or more Holders may engage in hedging or trading activities (including, without limitation, the location or reservation of borrowable shares of Common Stock) at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value or number of the Preferred Underlying Shares deliverable with respect to the Securities are being determined and (b) such hedging or trading activities (including, without limitation, the location or reservation of borrowable shares of Common Stock), if any) could , can reduce the value of the existing stockholders' ’ equity interests interest in the Company both at and after the time that the hedging or trading activities are being conducted. The Company acknowledges that that, except as otherwise specifically set forth in any written agreement between the Company and the applicable Holder, such aforementioned hedging or trading activities do not constitute a breach of this Agreement, the Securities or any other Transaction Document or any of the Transaction Documentsdocuments executed in connection herewith or therewith.

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.16 hereof), it is understood and acknowledged by the Company (i) that none of the Holders have Holder has not been asked to agree, nor has any the Holder 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 any the Holder, including Short Sales, and specifically 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 the Holder, and counter-parties in “derivative” transactions to which any such the Holder is a party, directly or indirectly, presently may have a “short” position in the Common Stock; , and (iv) that each the Holder 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) one or more Holders Holder may engage in hedging 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 Underlying Shares deliverable with respect to Securities are being determined outstanding and (b) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Exchange Documents.

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.16 hereof), it It is understood and acknowledged by the Company that (i) that following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Holders have been asked by the Company or any of its Subsidiaries to agree, nor has any Holder agreedagreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including 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 any of the Securities for any specified term; (ii) that past or future open market or other transactions by any Holder, including Short Sales, and specifically 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 Holder, and counter-parties counterparties in “derivative” transactions to which any such Holder is a party, directly or indirectly, presently may have a “short” position in the Common StockStock which was established prior to such Holder’s knowledge of the transactions contemplated by the Transaction Documents; and (iviii) that each Holder 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 following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (aas defined below) one or more Holders may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, including during the periods that the value and/or number of the Underlying Conversion Shares deliverable with respect to the Securities are being determined and (b) such hedging activities (and/or trading activities, if any) could , can reduce the value of the existing stockholders' ’ equity interests interest 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 other Transaction Document or any of the Transaction Documentsdocuments executed in connection herewith or therewith.

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.16 hereof), it is understood and acknowledged by the Company (i) that none of the Holders have Holder has not been asked to agree, nor has any the Holder 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 any the Holder, including Short Sales, and specifically 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 the Holder, and counter-parties in “derivative” transactions to which any such the Holder is a party, directly or indirectly, presently may have a “short” position in the Common Stock; , and (iv) that each the Holder 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) one or more Holders Holder may engage in hedging 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 Underlying Shares deliverable with respect to Securities are being determined outstanding and (b) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction DocumentsAgreement.

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.16 hereof), it It is understood and acknowledged by the Company that (i) that none following the public disclosure of the Holders have transactions contemplated by the Exchange Documents, in accordance with the terms thereof, the Holder has not been asked by the Company or any of its Subsidiaries to agree, nor has the Holder agreed with the Company or any Holder agreedof 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 any of the New Securities for any specified term; (ii) that past or future open market or other transactions by any Holder, including Short Sales, and specifically 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 Holder, and counter-parties counterparties in “derivative” transactions to which any such the Holder is a party, directly or indirectly, presently may have a “short” position in the Common StockStock which was established prior to the Holder’s knowledge of the transactions contemplated by the Exchange Documents; and (iviii) that each the Holder 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 (aiv) one or more Holders the Holder may engage rely on the Company’s obligation to timely deliver New Shares as and when required pursuant to the Exchange Documents for purposes of effecting trading in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value Common Stock of the Underlying Shares deliverable with respect to Securities are being determined and (b) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conductedCompany. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the New Note or any other Exchange Document or any of the Transaction Documentsdocuments executed in connection herewith or therewith.

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.16 hereof), it It is understood and acknowledged by the Company that (i) that none following the public disclosure of the Holders have transactions contemplated by this Agreement, in accordance with the terms thereof, the Holder has not been asked by the Company or any of its Subsidiaries to agree, nor has the Holder agreed with the Company or any Holder agreedof 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 any securities for any specified term; (ii) that past or future open market or other transactions by any Holder, including Short Sales, and specifically 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 Holder, and counter-parties counterparties in “derivative” transactions to which any such the Holder is a party, directly or indirectly, presently may have a “short” position in the Common StockStock which was established prior to such Holder’s knowledge of the transactions contemplated by this Agreement; and (iviii) that each the Holder shall not be deemed to have any affiliation with or control over any arm’s arm’s-length counter-party counterparty in any “derivative” transaction. The Company further understands and acknowledges that (a) one or more Holders following the public disclosure of the transactions contemplated by this Agreement pursuant to the 8-K Filing the Holder 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 location and/or reservation of the Underlying Shares deliverable with respect to Securities are being determined borrowable shares of Common Stock) and (b) such hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock), if any) could , can reduce the value of the existing stockholders' ’ equity interests interest 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 Transaction Documentsdocuments executed in connection herewith or therewith.

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.16 hereof), it It is understood and acknowledged by the Company that (i) that none following the public disclosure of the Holders have transactions contemplated by this Agreement, in accordance with the terms thereof, the Holder has not been asked by the Company or any of its subsidiaries to agree, nor has the Holder agreed with the Company or any Holder agreedof 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 any securities for any specified term; (ii) that past or future open market or other transactions by any Holder, including Short Sales, and specifically 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 Holder, and counter-parties counterparties in “derivative” transactions to which any such the Holder is a party, directly or indirectly, presently may have a “short” position in the Common StockStock which was established prior to such Holder’s knowledge of the transactions contemplated by this Agreement; and (iviii) that each the Holder shall not be deemed to have any affiliation with or control over any arm’s arm’s-length counter-party counterparty in any “derivative” transaction. The Company further understands and acknowledges that (a) one or more Holders following the public disclosure of the transactions contemplated by this Agreement pursuant to the 8-K Filing the Holder 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 location and/or reservation of the Underlying Shares deliverable with respect to Securities are being determined and (b) such hedging activities (if any) could reduce the value borrowable shares of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conductedCommon Stock). The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Transaction Documentsdocuments executed in connection herewith or therewith.

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding The Company acknowledges and agrees that (i) except for Sections a Holder’s representation and warranty in Section 3.2(f) and 4.16 hereof)its covenant in Section 4.12, it such Holder is understood and acknowledged by the Company (i) that none of the Holders have been asked not making any representation, warranty or covenant with respect to agree, nor has any Holder 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 any Holder, including Short Sales, and specifically 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 Holder, and counter-counter parties in “derivative” transactions to which any such Holder is a party, directly or indirectly, presently may have a “short” position in the Common Stock; and (iv) that each Holder 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) one or more Holders may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Transaction Shares deliverable with respect to Securities are being determined and (b) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) notwithstanding, but subject to compliance by the Holder with applicable law and 4.16 hereof)this Agreement, it is understood and acknowledged by the Company (i) that none of the Holders have Holder has not been asked by the Company or its Subsidiaries to agree, nor has any the Holder 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 Shares for any specified term; (ii) that past or future open market or other transactions by any the Holder, including Short Sales, and specifically including, without limitation, Short Sales 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-publicly traded securities; (iii) that any the Holder, and counter-parties counterparties in “derivative” transactions to which any such the Holder is a party, directly or indirectly, presently may have a “short” position in the Common Stock; , and (iv) that each the Holder 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 that, subject to compliance by the Holder with applicable law and this Agreement, (ai) one or more Holders the Holder 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 Underlying Shares deliverable with respect to Securities are being determined outstanding and (bii) such hedging and/or trading activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging and/or trading activities are being conducted. The Holder acknowledges and agrees that the Company acknowledges that such aforementioned hedging activities do does not constitute a breach of make or has not made any of representations or warranties with respect to the Transaction Documentstransactions contemplated hereby other than those specifically set forth in this Section 3.

Acknowledgement Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.16 4.15 hereof), it is understood and acknowledged by the Company that: (i) that none of the Holders have has been asked by the Company to agree, nor has any Holder 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 any Holder, including Short Sales, and specifically 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 Holder, and counter-parties in “derivative” transactions to which any such Holder is a party, directly or indirectly, presently may have a “short” position in the Common Stock; , and (iv) that each Holder 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 (ay) one or more Holders may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Warrant Shares deliverable with respect to Securities are being determined determined, and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.