Common use of No Aggregated Offering Clause in Contracts

No Aggregated Offering. Neither the Company, nor, to the Company’s Knowledge, any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any security or solicited offers to buy any security, under circumstances that would (i) adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares under the Securities Act or (ii) cause this offering of the Securities to be aggregated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Trading Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Preferred Stock and Warrants hereunder does not contravene the rules and regulations of the Principal Trading Market. Assuming the accuracy of the representations and warranties of each Purchaser set forth in Section 3.2, the offer and sale of the Preferred Stock and Warrants to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

No Aggregated Offering. Neither the Company, nor, to the Company’s Knowledge, any of its Affiliatesaffiliates, nor any Person acting on their behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any security or solicited offers to buy any security, under circumstances that would (i) adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Preferred Stock, the Warrants, the Conversion Shares Warrants or the Warrant Shares under the Securities Act or (ii) cause this offering of the Securities Preferred Stock, Warrants and Warrant Shares to be aggregated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Trading Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Preferred Stock and Warrants hereunder does not contravene the rules and regulations of the Principal Trading Market. Assuming the accuracy of the representations and warranties of each Purchaser the Purchasers set forth in Section 3.2, the offer and sale of the Preferred Stock and Warrants to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

No Aggregated Offering. Neither the Company, nor, to the Company’s Knowledge, any of its Affiliatesaffiliates, nor any Person acting on their behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any security or solicited offers to buy any security, under circumstances that would (i) adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Preferred StockShares, the Warrants, the Conversion Shares Warrants or the Warrant Shares under the Securities Act or (ii) cause this offering of the Securities Shares, Warrants and Warrant Shares to be aggregated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Trading Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Preferred Stock Shares and Warrants hereunder does not contravene the rules and regulations of the Principal Trading Market. Assuming the accuracy of the representations and warranties of each Purchaser the Purchasers set forth in Section 3.2, the offer and sale of the Preferred Stock Shares and Warrants to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

No Aggregated Offering. Neither the Company, nor, to the Company’s Knowledge, any of its Affiliatesaffiliates, nor any Person acting on their behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any security or solicited offers to buy any security, under circumstances that would (i) adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Preferred StockShares, the Warrants, the Conversion Shares Warrants or the Warrant Shares under the Securities Act or (ii) cause this offering of the Securities Shares, Warrants and Warrant Shares to be aggregated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Trading Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Preferred Stock Shares and Warrants hereunder does not contravene the rules and regulations of the Principal Trading Market. Assuming the accuracy of the representations and warranties of each the Purchaser set forth in Section 3.2, the offer and sale of the Preferred Stock Shares and Warrants to the Purchasers Purchaser as contemplated hereby is exempt from the registration requirements of the Securities Act.

No Aggregated Offering. Neither the Company, nor, to the Company’s Knowledge, any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any security or solicited offers to buy any security, under circumstances that would (i) adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Preferred Stock, the Warrants, the Conversion Shares Warrants or the Warrant Shares under the Securities Act or (ii) cause this offering of the Securities Preferred Stock, Warrants and Warrant Shares to be aggregated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Trading Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Preferred Stock and Warrants hereunder does not contravene the rules and regulations of the Principal Trading Market. Assuming the accuracy of the representations and warranties of each the Purchaser set forth in Section 3.2, the offer and sale of the Preferred Stock and Warrants to the Purchasers Purchaser as contemplated hereby is exempt from the registration requirements of the Securities Act.

No Aggregated Offering. Neither the Company, nor, to the Company’s Knowledge, nor or any of its Affiliatesaffiliates, nor any Person acting on their behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any security or solicited offers to buy any security, under circumstances that would (i) adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Preferred StockPurchased Shares, the Warrants, the Conversion Shares Pre-Funded Warrants or the Warrant Shares under the Securities Act or (ii) cause this offering of the Securities Purchased Shares and Pre-Funded Warrants to be aggregated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Trading Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Preferred Stock Purchased Shares and Pre-Funded Warrants hereunder does not contravene the rules and regulations of the Principal Trading Market. Assuming the accuracy of the representations and warranties of each the Purchaser set forth in Section 3.2, the offer and sale of the Preferred Stock Purchased Shares and Pre-Funded Warrants to the Purchasers Purchaser as contemplated hereby is exempt from the registration requirements of the Securities Act.