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

Acknowledgement Regarding Investors’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by the Company (i) that the Investor has not been asked by the Company to agree, nor has the Investor 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 Purchased Securities for any specified term; (ii) that past or future open market or other transactions by the Investor, 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 the Investor, and counter-parties in “derivative” transactions to which the Investor is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that the Investor 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 Investor may engage in hedging activities at various times during the period that the Purchased Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to the Notes are being determined and (b) such hedging activities (if any) could reduce the value of the existing shareholders’ 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 Investors’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it It is understood and acknowledged by the Company that, except as provided in Section 4(s), (i) that none of the Investor has not Investors have been asked by the Company to agree, nor has the any Investor 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 Purchased Securities for any specified term; (ii) that past or future open market or other transactions by the Investor, 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 the any Investor, and counter-counter parties in “"derivative” " transactions to which the any such Investor is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iviii) that the each Investor shall not be deemed to have any affiliation with or control over any arm’s-arm's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that (a) the Investor one or more Investors may engage in hedging and/or trading activities at various times during the period that the Purchased 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 the Notes Securities are being determined and (b) such hedging activities (and/or trading activities, if any) could , can reduce the value of the existing shareholders’ 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, the Notes, the Warrants or any of the Transaction Documentsdocuments executed in connection herewith.

Acknowledgement Regarding Investors’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, but subject to compliance by the Investors and the Investor Directors with applicable law, it is understood and acknowledged by the Company that: (i) that none of the Investor Investors has not been asked by the Company to agree, nor has the any Investor 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 Purchased Securities for any specified term; (ii) that past or future open market or other transactions by the any Investor, 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 the any Investor, and counter-parties in “derivative” transactions to which the any such Investor is a party, directly or indirectly, presently may have a “short” position in the Common Stock, ; and (iv) that the each Investor shall not be deemed to have any affiliation with or control over any arm’s-arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) the Investor one or more Investors may engage in hedging activities at various times during the period that the Purchased Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to the Notes are Securities is being determined determined, and (bz) such hedging activities (if any) could reduce the value of the existing shareholders’ 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 Investors’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, but subject to compliance by the Investors with applicable law, it is understood and acknowledged by the Company (i) that none of the Investor has not Investors have been asked by the Company to agree, nor has the any Investor 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 Purchased Securities for any specified term; (ii) that past or future open market or other transactions by the any Investor, 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 's publicly-traded securities; (iii) that the any Investor, and counter-counter parties in “"derivative” " transactions to which the any such Investor is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) that the each Investor shall not be deemed to have any affiliation with or control over any arm’s-arm's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that (a) the Investor one or more Investors may engage in hedging activities at various times during the period that the Purchased Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to the Notes are being determined and (b) such hedging activities (if any) could reduce the value of the existing shareholders’ 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 conducted and (c) nothing contained herein shall preclude any Investor from having taken or from taking any action in respect of the Transaction Documentsidentification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions.

Acknowledgement Regarding Investors’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by the Company (i) that none of the Investor has not Investors have been asked by the Company to agree, nor has the any Investor 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 Purchased Securities Units for any specified term; (ii) that past or future open market or other transactions by the any Investor, including Short Salesshort 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 the any Investor, and counter-parties in “derivative” transactions to which the any such Investor is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that the each Investor shall not be deemed to have any affiliation with or control over any arm’s-arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (a) the Investor one or more Investors may engage in hedging activities at various times during the period that the Purchased Securities Units are outstanding, including, without limitation, during the periods that the value of the Conversion Shares shares underlying the Warrants deliverable with respect to the Notes Units are being determined and (b) such hedging activities (if any) could reduce the value of the existing shareholders’ 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 DocumentsDocuments and Investor Warrants.

Acknowledgement Regarding Investors’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by the Company that, to the extent not otherwise prohibited by Section 2.9 of this Agreement or by Governmental Requirement, (i) that none of the Investor has not Investors have been asked by the Company to agree, nor has the any Investor 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 Purchased Securities for any specified term; (ii) that past or future open market or other transactions by the any Investor, 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 's publicly-traded securities; (iii) that the any Investor, and counter-counter parties in “"derivative” " transactions to which the any such Investor is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) that the each Investor shall not be deemed to have any affiliation with or control over any arm’s-arm's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges acknowledges, that to the extent not otherwise prohibited by Section 2.9 of this Agreement or by Governmental Requirement, (a) the Investor one or more Investors may engage in hedging activities at various times during the period that the Purchased Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to the Notes Securities are being determined and (b) such hedging activities (if any) could reduce the value of the existing shareholders’ 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.