Common use of No Integrated Offering Clause in Contracts

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany in a manner that would require stockholder approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Securities to hereunder does not contravene the Buyer will not be integrated with any other issuance rules and regulations of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securitiesPrincipal Market.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerPurchaser. The issuance of the Securities to the Buyer Purchaser will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any ay person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerSecurities. The issuance of the Securities to the Buyer will not be integrated (as defined in Rule 502 of the Securities Act) with any other issuance of the Company’s securities (past, current or future) for purposes that would require registration under the Securities Act of any shareholder approval provisions applicable to the Company or its securitiesissuance of the Securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerInvestors. The issuance of the Securities to the Buyer Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities Common Shares to the Buyer. The issuance of the Securities Common Shares to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerInvestors. The issuance of the Securities to the Buyer Investors will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of the Securities Act or any shareholder approval provisions applicable to the Company or its securitiesrules of Nasdaq.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Transaction Securities to the BuyerInvestors. The issuance of the Transaction Securities to the Buyer Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securitiessecurities or the Securities Act.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerHolder. The issuance of the Securities to the Buyer Holder will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf , has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerPurchaser. The issuance of the Securities to the Buyer Purchaser will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerLender. The issuance of the Securities to the Buyer Lender will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerInvestors. The issuance of the Securities to the Buyer Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the any Buyer. The issuance of the Securities to the each Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities Shares to the BuyerInvestors. The issuance of the Securities Shares to the Buyer Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Transaction Securities to the BuyerInvestors. The issuance of the Transaction Securities to the Buyer Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securitiesthe Securities Act.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor nor, to the knowledge of the Company, any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes which requires stockholder approval under the rules of any shareholder approval provisions applicable to the Company or its securitiesThe Nasdaq Stock Market.

No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerInvestor. The issuance of the Securities to the Buyer Investor will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under cause the offer of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions. Neither the Company nor any of its Affiliates will take any action or steps that would cause the offer or issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securitiesofferings.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debentures, the Warrants, the Warrant Shares or the Conversion Shares under the 1933 Securities Act or cause this offering of the issuance Convertible Debentures, the Warrants, the Warrant Shares or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securitiesAct.

No Integrated Offering. Neither the Company, nor or any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act cause this offering of the issuance Purchase Shares to be integrated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Securities to Principal Market on which any of the Buyersecurities of the Company are listed or designated. The issuance and sale of the Securities to Purchase Shares hereunder does not contravene the Buyer will not be integrated with any other issuance rules and regulations of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securitiesPrincipal Market.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The Except in connection with Company’s issuance of up to $2,000,000 of promissory notes on the same terms and conditions as the Note and this Agreement (the “Bridge Offering”), the issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its ---------------------- affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under cause the offering of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act Act, nor will the Company or any of its affiliates or subsidiaries take any action or steps that would cause the issuance offering of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securitiesofferings.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerInvestor. The issuance of the Securities to the Buyer Investor will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its ---------------------- affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities Note to the Buyer. The issuance of the Securities Note to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerInvestor. The issuance of the Securities to the Buyer Investor will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under cause the offering of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions. Nor will the Company or any of its affiliates or subsidiaries take any action or steps that would cause the issuance offering of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securitiesofferings.

No Integrated Offering. Neither the Company, nor any of its affiliates, ---------------------- nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerInvestors. The issuance of the Securities to the Buyer Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any ay person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the any Buyer. The issuance of the Securities to the each Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers offer to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. .The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerInvestor. The issuance of the Securities to the Buyer Investor will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under cause this offering of Preferred Shares to the Investor to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the issuance Principal Market, nor will the Company or any of its Subsidiaries take any action or steps that would cause the offering of the Securities Shares to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securitiesofferings.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities Forbearance Shares to the BuyerLender. The issuance of the Securities Forbearance Shares to the Buyer Lender will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its ---------------------- affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on behalf of the Company or its or their behalfaffiliates, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance offer and sale of the Securities to the Buyer. The issuance offer and sale of the Securities to the Buyer will not be integrated integrate with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder Shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor ---------------------- any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities Offered Units to the BuyerPurchaser. The issuance of the Securities Offered Units to the Buyer Purchaser will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerPurchaser. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) including, without limitation, for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales sa les in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, neither the Company, nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of prior offerings by the Company’s securities (past, current or future) Company for purposes of the 1933 Act or any shareholder applicable stockholder approval provisions applicable to the Company or its securitiesof any authority.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerPurchasers. The issuance of the Securities to the Buyer Purchasers will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its ---------------------- affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes which requires stockholder approval under the rules of any shareholder approval provisions applicable to the Company or its securitiesThe Nasdaq Stock Market.

No Integrated Offering. Neither the Company, nor any of its ---------------------- affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes which requires stockholder approval under the rules of any shareholder approval provisions applicable to the Company or its securitiesNasdaq.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the CompanyCompany nor any of the Subsidiaries, nor any Affiliates of its affiliates, nor the foregoing or any person Person acting on its or their behalfthe behalf of any of the foregoing, has shall, directly or indirectly made indirectly, make any offers or sales in of any security or solicited solicit any offers to buy purchase any security security, under any circumstances that would require registration of any of the Securities under the 1933 Act or require approval of the issuance offering of the Securities to by the Buyer. The issuance stockholders of the Securities to Company under the Buyer will not be integrated with any other issuance rules and regulations of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securitiesPrincipal Market.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, affiliates nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions (under the rules of the Principal Exchange or otherwise) applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerInvestors. The issuance of the Securities to the Buyer Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerSubscribers. The issuance of the Securities to the Buyer Subscribers will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The Except with respect to the April 2023 Securities, the issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerInvestors. The issuance of the Securities to the Buyer Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the CompanyBorrower, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerInvestor. The issuance of the Securities to the Buyer Investor will not be integrated with any other issuance of the CompanyBorrower’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company Borrower or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities Shares to the BuyerNoteholders. The issuance of the Securities Shares to the Buyer Noteholders will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of the 1933 Act or any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.. o.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerIFG. The issuance of the Securities to the Buyer IFG will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerPurchasers. The issuance of the Securities to the Buyer Purchasers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security securities under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerInvestors. The issuance of the Securities to the Buyer Investors will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes purpose of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current current, or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) that are other than accredited investors for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerPurchaser. The issuance of the Securities to the Buyer Purchaser will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current current, or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes which requires stockholder approval under the rules of any shareholder approval provisions applicable to the Company or its securitiesNasdaq Stock Market.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerHolder. The issuance of the Securities to the Buyer Holder will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of requiring any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor to the knowledge of the Company, any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerHolder. The issuance of the Securities to the Buyer Holder will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerInvestors. The issuance of the Securities to the Buyer Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated Integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the CompanyThe Company has not, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Securities Act of 1933; nor will the issuance Company take any action or steps that would require registration of the Securities under the Securities Act of 1933 or cause the offering of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securitiesofferings in a manner that would require such registration.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The Except with respect to prior issuances of securities to the Buyer or to prior or contemplated issuances of securities to Boustead as placement agent compensation in connection with the issuance of the Securities to the Buyer, the issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other prior issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities. .

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause this offering of Securities to be integrated with prior offerings by the Company for purposes of the issuance 1933 Act, nor will the Company or any of its Subsidiaries take any action or steps that would require registration of the Securities under the 1933 Act or cause the offering of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securitiesofferings.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerHolder. The issuance of the Securities to the Buyer Holder will not be integrated with any other issuance of the Company’s 's securities (past, current or future) future for purposes of any shareholder stockholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities Debenture to the Buyer. The issuance of the Securities Debenture to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Integrated Offering. Neither Except as set forth on Schedule 3(p), neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers. The issuance of the Securities to the Buyer Buyers will not be integrated with any other issuance of the Company’s 's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.