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 to the contrary notwithstanding (except for Sections 3.2(e) and 4.14 hereof), it It is understood and acknowledged by the Company that: and each Purchaser that each Purchaser has been asked by the Company or its Subsidiaries to agree, and such Purchaser has agreed, to refrain from shorting shares of the Common Stock of the Company from inception though any applicable holding period pertaining to the Common Stock owned by such Purchaser. Notwithstanding the foregoing, each Purchaser may engage in any “derivative” transaction or any hedging and or trading activities (inot expressly prohibited in the preceding sentence) past or future open market or other transactions by at any Purchasertime during the period that the Securities are outstanding, specifically including, without limitation, Short Sales or “derivative” transactions, before or after during the closing of this or future transactions, may negatively impact periods that the market price value 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 Conversion Shares and/or the Ordinary Shares, and (iii) each Warrant Shares are being determined. Each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-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 (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 any of the Transaction Documents.

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.