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

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) 4.7 and 4.13 5.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser 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 Registrable Securities deliverable with respect to Securities are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 4.12 hereof), it is understood and acknowledged by the Company that: (i) the no Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the no Purchaser 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 (y) the any Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionsClosing, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers 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 Warrant Shares deliverable with respect to Securities are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding, it is understood and acknowledged by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the Purchaser 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 Purchaser, 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) any that Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that Purchaser 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 (ya) the Purchaser 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 (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(d) and 4.13 4.11 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the each Purchaser 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 (y) the each Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 hereof), it It is understood and acknowledged by the Company that: that (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iviii) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, outstanding and (z) 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 any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding Regulation M adopted by the SEC, it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, 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) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, including, without limitation, during the periods that the value of the Common Stock deliverable with respect to Shares are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 hereof)), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) 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 Documentsthis Agreement.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 4.12 hereof), it is understood and acknowledged by the Company that: (i) the no Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the no Purchaser 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 (y) the any Purchaser 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 Warrant Shares deliverable with respect to Securities are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) 4.7 and 4.13 5.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any Purchaser, 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 's publicly-traded securities; (iii) any Purchaser, and counter-parties in “"derivative” " transactions to which the Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser 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 Shares deliverable with respect to Securities are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding, it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, outstanding and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) Section 4.10 and 4.13 4.16 hereof), it is understood and acknowledged by the Company that: (i) that the Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 's publicly-traded securities; and (iii) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that the Purchaser 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 (ya) the Purchaser 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 Draw Down Shares deliverable with respect to Securities are being determined and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.15 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 's publicly-traded securities; (iii) any that each Purchaser, and counter-counter parties in “"derivative” " transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) the that each Purchaser 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 (ya) one or more of the Purchaser Purchasers 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 Warrant Shares deliverable with respect to Warrants are being determined and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and Section 4.13 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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) that past or future open market or other transactions by any Purchaser, 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 's publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “"derivative” " transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities Shares are outstanding, outstanding and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(e) and 4.13 4.6 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionsClosing, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.10 hereof), it is understood and acknowledged by the Company that: (i) that the Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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; and (iii) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that the Purchaser 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 (ya) the Purchaser 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 Shares deliverable with respect to Securities are being determined and (zb) 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.. (hh)

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.15 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 's publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “"derivative” " transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers 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 (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 5.14 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 Purchaser, and counter-counter parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers 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 (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(fSection 3.2(b) and 4.13 Section 4.16 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 termCompany; (ii) that past or future open market or other transactions by any Purchaser, 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 's publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “"derivative” " transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers 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 (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere the Transaction Documents to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding, it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Preferred Shares for any specified term; (ii) past or future open market or other transactions by any the Purchaser, 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) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Preferred Shares are outstanding, outstanding and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere to the contrary notwithstanding (except for Sections 3.2(fSection 3.2(e) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, 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) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser 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 Warrant Shares deliverable with respect to Securities are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere the Transaction Documents to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding, it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, 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) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, outstanding and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f‎3.2(f) and 4.13 ‎4.12 hereof), it is understood and acknowledged by the Company that: (i) the no Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the no Purchaser 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 (y) the any Purchaser 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 Warrant Shares deliverable with respect to Securities are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and Section 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.15 hereof), it is expressly understood and acknowledged agreed by the Company that: (i) that none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 Purchaser, and counter-counter parties in “derivative” transactions transaction to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common common Stock, ; and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, outstanding and (zb) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(fSection 3.2(e) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to The Company acknowledges and agrees that following the contrary (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by public disclosure of the Company thatInformation: (i) none of the Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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 Private Placement Stock, Warrants, Warrant Shares or Rights Offering Stock for any specified term; (ii) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iviii) the each Purchaser 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 Information (ya) the Purchaser one or more Purchasers may engage in hedging and/or trading activities at various times during the period that the Securities Private Placement Stock, Warrants, Warrant Shares or Rights Offering Stock are outstanding, including, without limitation, during the periods that the value of the Private Placement Stock is being determined and (zb) 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, the Warrants or any of the Transaction Documentsdocuments executed in connection herewith.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(e) and 4.13 4.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) that past or future open market or other transactions by any the Purchaser, 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) any that the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.14 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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) past or that future open market or other transactions by any Purchaser, 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 's publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “"derivative” " transactions to which the any such Purchaser is a party, directly or indirectly, presently may have create a “"short” " position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, outstanding and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(e) and 4.13 4.14 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any Purchaser, 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; (iiiii) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common StockOrdinary Shares, and (iviii) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholdersshareholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement each of the Transaction Documents or elsewhere herein to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding, it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 Purchaser, and counter-counter parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers 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 Warrant Shares deliverable with respect to Securities are being determined and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.16 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 's publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “"derivative” " transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers 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 (zb) 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 Purchaser’s Trading Activity. Notwithstanding Except as set forth in Section 3.2(j), anything in this Agreement or elsewhere herein to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding, but subject to compliance by the Purchaser with applicable law, it is understood and acknowledged by the Company that: that (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, 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-traded securities; (iiiii) any the Purchaser, and counter-counter parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iviii) the Purchaser 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, to the extent permitted by applicable law, (ya) the Purchaser 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 (zb) 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 Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) the no Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing Closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the one or more Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and Section 4.13 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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) that past or future open market or other transactions by any Purchaser, 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 Purchaser, and counter-counter parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities Shares are outstanding, outstanding and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(fSection 3.2(j) and 4.13 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” 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 Purchaser, including short sales, and specifically including, without limitation, Short Sales short sales or “derivative” derivative transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s 's publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “derivative” derivative transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” short position in the Common Stock, and (iv) the that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “derivative” derivative transaction. The Company further understands and acknowledges that (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 4.11 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholdersshareholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and Section 4.13 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 Purchaser, and counter-counter parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, outstanding and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f3.2(e) and 4.13 hereof4.14), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionstransaction, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common StockShares, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholdersshareholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(d) and 4.13 4.6 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionsClosing, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere herein to the contrary (except for Sections 3.2(f3.2(g) and 4.13 4.8 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser Overstock has not been asked by the Company to agree, nor has the Purchaser Overstock 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) past or future open market or other transactions by any PurchaserOverstock, 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) any PurchaserOverstock, and counter-parties in “derivative” transactions to which the Purchaser Overstock is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser Overstock 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 (y) the Purchaser Overstock may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding, it is understood and acknowledged by the Company Parent that: (i) the Purchaser has not been asked by the Company Parent to agree, nor has the any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the CompanyParent, or “derivative” securities based on securities issued by the Company Parent or to hold the Securities Warrant Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, 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 CompanyParent’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company Parent further understands and acknowledges that (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Warrant Shares are outstanding, outstanding and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company Parent 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(g) and 4.13 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionsClosing, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common StockShares, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities Common Shares are outstanding, outstanding and (z) such hedging activities (if any) could reduce the value of the existing stockholdersshareholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything Except as set forth in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(fSection 3.2(e) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionsClosing, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common StockOrdinary Shares, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers 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 Warrant Shares deliverable with respect to Securities are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding Except as set forth in Section 3.2(j), anything in this Agreement or elsewhere herein to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding, but subject to compliance by the Purchasers with applicable law, it is understood and acknowledged by the Company that: that (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any Purchaserthe Purchasers, 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-traded securities; (iiiii) any Purchaserthe Purchasers, and counter-counter parties in “derivative” transactions to which the Purchaser is Purchasers are a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iviii) the Purchaser Purchasers 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, to the extent permitted by applicable law, (ya) the Purchaser Purchasers may engage in hedging and/or trading activities at various times during the period that the Subscribed 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 (zb) 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 Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents(nn) Structure Agreements.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(d) and 4.13 4.11 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, 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) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) Section 4.10 and 4.13 4.16 hereof), it is understood and acknowledged by the Company that: (i) that the Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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; and (iii) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that the Purchaser 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 (ya) the Purchaser 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 Draw Down Shares deliverable with respect to Securities are being determined and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 4.7 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionstransaction, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(fSection 3.2(g) and 4.13 hereof), it is understood and acknowledged by the Company that, subject to applicable securities laws: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionstransaction, may negatively impact the market price of the Company’s publicly-traded securities; and (iii) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 applicable securities laws, (y) the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 hereof), it It is understood and acknowledged by the Company that: that (i) none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-counter parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iviii) the each Purchaser 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 (y) the Purchaser may one or more Purchasers may, in accordance with applicable law, 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 of Common Stock deliverable with respect to Securities are being determined and (zb) 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, the Notes or any of the Transaction Documentsdocuments executed in connection herewith.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 hereof), it It is understood and acknowledged agreed by the Company that: (i) the that, except as otherwise provided herein, Purchaser has not been asked by the Company to agree, nor has the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” derivative securities based on securities issued by the Company or to hold the Securities for any specified term; and (ii) that past or future open market or other transactions by any Purchaser, including short sales, and specifically including, without limitation, Short Sales short sales or “derivative” derivative transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s 's publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (ya) the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, but not before the Securities are registered pursuant to an effective Registration Statement containing a Plan of Distribution section which adequately describes such activities and only in compliance with applicable state and federal law, and (zb) 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. Purchaser agrees not to sell short or otherwise engage in any transactions involving the Company's securities, or derivative securities based upon the Company's securities, to the extent any such transactions would be covered by any Securities at any time such Securities are not registered pursuant to an effective registration statement, or if such transaction would in any way be in violation of any applicable law.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.15 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 Purchaser, and counter-counter parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, outstanding and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(b) and 4.13 4.9 hereof), it is understood and acknowledged by the Company that: (i) the no Purchaser has not been asked by the Company to agree, nor has the any Purchaser agreed, to desist from purchasing or selling, long and/or shortshort (except as provided in Section 4.9 herein), securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities Units, Shares, Warrants or the shares of Common Stock issuable upon exercise of the Warrants, for any specified term; (ii) past or future open market or other transactions by any Purchaser, 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; and (iii) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser Purchasers 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 (y) the Purchaser Purchasers may engage in hedging activities at various times during the period that the Securities Units, Shares or Warrants are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 5.11 hereof), it is understood and acknowledged by the Company that: (i) that none of the Purchaser has not Investors have been asked by the Company to agree, nor has the Purchaser 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 Securities for any specified term; (ii) that past or future open market or other transactions by any PurchaserInvestor, 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-traded securities; (iii) that any PurchaserInvestor, and counter-parties in “derivative” transactions to which the Purchaser any such Investor is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser that each 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 (ya) the Purchaser one or more Investors may engage in hedging activities at various times during the period that the Securities are outstanding, and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 4.7 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionstransaction, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.10 hereof), it is understood and acknowledged agreed by the Company that: (i) the that such Purchaser has not been asked by the Company to agree, nor has the such Purchaser 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 such Purchaser, 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) any that such Purchaser, and counter-counter parties in “derivative” transactions to which the such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that such Purchaser 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 (ya) the such Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, outstanding and (zb) 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 activities, if conducted in compliance with applicable law (including federal securities laws), do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 hereof), it It is understood and acknowledged by the Company that: that (i) none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-counter parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iviii) the each Purchaser 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 (y) the Purchaser may one or more Purchasers may, in accordance with applicable law, 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 of Common Stock deliverable with respect to Securities are being determined and (zb) such hedging activities (and/or trading activities, if any) could , can reduce the value of the existing stockholders’ equity interests interest in the Table of Contents 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 or any of the Transaction Documentsdocuments executed in connection herewith.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 hereof), it It is understood and acknowledged by the Company that: that (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iviii) the each Purchaser 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 (y) following the Purchaser public disclosure of the transactions contemplated by the Transaction Documents, one or more Purchasers 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 Warrant Shares is being determined and (zb) 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, the Warrants or any of the Transaction Documentsdocuments executed in connection herewith.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 hereof), it It is understood and acknowledged by the Company that: that (i) following the Purchaser has not public disclosure of the transactions contemplated by the Transaction Documents in accordance with the terms thereof, none of the Purchasers have been asked by the Company or any of its Subsidiaries to agree, nor has any Purchaser agreed with the Purchaser 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 any of the Securities for any specified term; and (ii) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the each Purchaser 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 (y) following the Purchaser public disclosure of the transactions contemplated by the Transaction Documents one or more Purchasers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, and (z) 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 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.7 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionstransaction, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any the Purchaser, and counter-parties in “derivative” transactions to which the such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common StockOrdinary Shares, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholdersshareholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.15 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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 's publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “"derivative” " transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, outstanding and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(e) and 4.13 4.14 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, 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) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) 3.1 and 4.13 4.14 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, 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) any the Purchaser, and counter-parties in “"derivative” " transactions to which the Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, including, without limitation, during the periods that the value of the Shares deliverable with respect to Shares are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to The Company understands and acknowledges (a) that none of the contrary (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not Purchasers have been asked by the Company or the Bank to agree, nor has any Purchaser agreed with the Purchaser agreedCompany or the Bank, 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 Purchased Shares for any specified term; (iib) past or future open market or other transactions by any Purchaser, 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 Purchaser, and counter-parties counterparties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (ivc) the that each Purchaser 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 (yx) the one or more Purchaser may engage in hedging and/or trading activities at various times during the period that the Securities Purchased Shares and the Conversion Shares are outstanding, and (zy) 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, the other Transaction Documents or any of the Transaction Documentsdocuments executed in connection herewith.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding Regulation M adopted by the Commission, it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, 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) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, including, without limitation, during the periods that the value of the Common Stock deliverable with respect to Shares are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 4.10 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, 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) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, including, without limitation, during the periods that the value of the Shares deliverable with respect to Shares are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 4.12 hereof), it is understood and acknowledged by the Company that: (i) the no Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the no Purchaser 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 (y) the any Purchaser 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 Shares or Warrant Shares deliverable with respect to Securities are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) the no Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing Closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the one or more Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 4.14 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any Purchaser, 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) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, may presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, , and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Sections 3.2(f) and 4.13 hereof)notwithstanding, it is understood and acknowledged by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, including short sales, and specifically including, without limitation, Short Sales short sales or “derivative” transactions, before or after the closing of this Closing Date or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, outstanding and (zb) such hedging activities (if any) could reduce the value of the existing stockholdersshareholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) 3.1 and 4.13 4.14 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, 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 's publicly-traded securities; (iii) any the Purchaser, and counter-parties in “"derivative” " transactions to which the Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, including, without limitation, during the periods that the value of the Shares deliverable with respect to Shares are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionsClosing, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers 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 Warrant Shares deliverable with respect to Securities are being determined, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 4.15 hereof), it is understood and acknowledged by the Company that: (i) that none of the Purchaser has not have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, 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; and (iii) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that the Purchaser 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 (ya) the Purchaser 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 Shares deliverable with respect to Securities are being determined and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 4.15 hereof), it is understood and acknowledged by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionstransactions executed in compliance with applicable federal law, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length length, unaffiliated, counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ya) the Purchaser one or more Purchasers 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 Warrant Shares deliverable with respect to Securities are being determined and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) the no Purchaser has not been asked by the Company to agree, nor has the Purchaser 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) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing Closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser 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 (y) the one or more Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholdersshareholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(b) and 4.13 4.9 hereof), it is understood and acknowledged by the Company that: (i) the no Purchaser has not been asked by the Company to agree, nor has the any Purchaser agreed, to desist from purchasing or selling, long and/or shortshort (except as provided in Section 4.9 herein), 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) past or future open market or other transactions by any Purchaser, 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; and (iii) any Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser Purchasers 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 (y) the Purchaser Purchasers may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.15 hereof), it is understood and acknowledged agreed by the Company that: (i) that none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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) that past or future open market or other transactions by any Purchaser, 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 Purchaser, and counter-counter parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the that each Purchaser 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 (ya) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities Shares are outstanding, outstanding and (zb) 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 Section 4.7 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionstransaction, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any the Purchaser, and counter-parties in “derivative” transactions to which the such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common StockOrdinary Shares, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ 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 Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(fSection 3.2(e) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser has not been asked by the Company to agree, nor has the Purchaser agreed, Purchasers have 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) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactionsClosing, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) 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 that occur after the Closing do not constitute a breach of any of the Transaction Documents.