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

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) 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 transactions, may negatively impact the market price of the Company’s publicly-traded securities; (ii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares, and (iii) 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) 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 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. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e3.2(f) and 4.14 4.16 hereof), it is understood and acknowledged by the Company that: (i) 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 (iiiii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares, and (iii) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transactionCommon Stock. The Company further understands and acknowledges that (ya) 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 shareholders’ stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e3.2(f) and 4.14 4.16 hereof), it is understood and acknowledged by the Company that: (i) 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 (iiiii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares, and (iii) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transactionCommon Stock. The Company further understands and acknowledges that (ya) 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 shareholdersstockholders’ 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. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) 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 transactions, may negatively impact the market price of the Company’s publicly-traded securities; (ii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares, and (iii) 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) 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 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. Anything in this Agreement or elsewhere herein The Company acknowledges that certain of the Purchasers are full service financial institutions and that, except as trading may be limited pursuant to the contrary notwithstanding (except for Sections 3.2(e) and 4.14 hereof)Section 4.5 below, it is understood and acknowledged by the Company that: (i) past that none of the Purchasers have been asked to agree, nor has any Purchaser agreed, to desist from purchasing or future open market or other transactions by any Purchaserselling, specifically includinglong and/or short, without limitationsecurities of the Company, Short Sales or “derivative” transactions, before securities based on securities issued by the Company or after to hold the closing of this or future transactions, may negatively impact the market price of the Company’s publicly-traded securitiesShares for any specified term; (ii) that any Purchaser, and counter-counter parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Sharesequity securities of the Company, and (iii) 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 Except as trading may be limited pursuant to Section 4.5 below, the Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging and/or trading activities at various times during the period that the Securities Shares are outstanding, and (zb) such hedging activities (and/or trading activities, if any) could , can reduce the value of the existing shareholdersstockholders’ equity interests in the Company both at and after the time that the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e) and 4.14 Section 5.10 hereof), it is understood and acknowledged agreed by the Company that: (i) past that none of the Purchasers have been asked to agree, nor has any Purchaser agreed, to desist from purchasing or future open market or other transactions by any Purchaserselling, specifically includinglong and/or short, without limitationsecurities of the Company, Short Sales or “derivative” transactions, before securities based on securities issued by the Company or after to hold the closing of this or future transactions, may negatively impact the market price of the Company’s publicly-traded securities; (ii) Securities for any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares, and (iii) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transactionspecified term. The Company further understands and acknowledges that (ya) 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 Conversion Shares and Warrant Shares deliverable with respect to Securities are being determined and (zb) such hedging activities (if any) could reduce the value of the existing shareholdersstockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction DocumentsAgreement or the Warrants.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to The Company understands and acknowledges (a) that none of the contrary notwithstanding (except for Sections 3.2(e) and 4.14 hereof), it is understood and acknowledged Purchasers have been asked by the Company that: (i) past or future open market the Bank to agree, nor has any Purchaser agreed with the Company or other transactions by any Purchaserthe Bank, specifically includingto desist from purchasing or selling, without limitationlong and/or short, Short Sales securities of the Company, or “derivative” transactions, before securities based on securities issued by the Company or after to hold the closing of this or future transactions, may negatively impact the market price of the Company’s publicly-traded securitiesPurchased Shares for any specified term; (iib) that any Purchaser, and counter-parties counterparties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary SharesCommon Stock, and (iiic) 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) one or more Purchasers 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 shareholdersstockholders’ 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. Anything in this Agreement or elsewhere herein to The Company understands and acknowledges (i) that none of the contrary notwithstanding (except for Sections 3.2(e) and 4.14 hereof), it is understood and acknowledged Purchasers have been asked by the Company that: (i) past or future open market its Subsidiaries to agree, nor has any Purchaser agreed with the Company or other transactions by any Purchaserits Subsidiaries, specifically includingto desist from purchasing or selling, without limitationlong and/or short, Short Sales securities of the Company, or “derivative” transactions, before securities based on securities issued by the Company or after to hold the closing of this or future transactions, may negatively impact the market price of the Company’s publicly-traded securitiesCommon Shares for any specified term; and (ii) that any Purchaser, and counter-parties counterparties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares, and (iii) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transactionCommon Stock. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging and/or trading activities at various times during the period that the Securities Common Shares are outstanding, outstanding and (zb) such hedging activities (and/or trading activities, if any) could , can reduce the value of the existing shareholdersstockholders’ equity interests interest in the Company both at and after the time that the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Transaction Documentsdocuments executed in connection herewith.