Common use of No Public Sale or Distribution Clause in Contracts

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than will acquire the Conversion Shares issuable pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “"Person” " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes and the Warrants and (ii) upon issuance of the Conversion Shares pursuant to the terms of the Notes and upon exercise of the Warrants (other than will acquire the Conversion Shares issuable pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire terms of the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “"Person” " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares its Commitment Shares, Note and the Warrants and (ii) upon exercise of the its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased its Note, Commitment Shares and the Warrants and (ii) upon exercise of the its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the its Purchased Shares and the Warrants Securities, and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined of, or otherwise in the Warrants)) accordance with, its Purchased Securities will acquire the Warrant Underlying Shares issuable upon exercise of the Warrantsthereof, or otherwise in accordance therewith, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares and the Warrants Securities, and (ii) upon conversion of its Note shall acquire the Note Conversion Shares issuable upon conversion thereof, and upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will its Warrant shall acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Securities Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Securities Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares its Note and the Warrants and (ii) upon exercise of the its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares and the Warrants its Series A Warrants, and (ii) upon exercise of the its Series A Warrants (other than pursuant to a Cashless Exercise (as defined in the Series A Warrants)) will acquire the Series A Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than will acquire the Conversion Shares issuable pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Notes and the Warrants, (ii) upon conversion of the Notes will acquire the In-Kind Payment Shares and the Warrants and (iiiii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes, and the Warrants Warrants, and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon exercise thereof, in the ordinary course of the Warrantsbusiness, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 ActAct and such Buyer does not have a present arrangement to effect any distribution of the Securities to or through any person or entity; providedPROVIDED, howeverHOWEVER, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 ActAct and pursuant to the applicable terms of the Transaction Documents (as defined in Section 3(b)). Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined in Section 3(p)) to distribute any of the Securities. As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes and the Warrants and Additional Investment Rights, (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) Additional Investment Rights, will acquire the Warrant Shares Additional Notes issuable upon exercise of the WarrantsAdditional Investment Rights, and (iii) upon conversion of the Notes, will acquire the Conversion Shares issuable upon conversion of the Notes, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used hereinin this Agreement, “Person” "PERSON" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “"Person” " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares its Note and the Warrants and Warrants, (ii) upon conversion of its Note will acquire the Conversion Shares issuable upon conversion thereof, and (iii) upon exercise of the its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used herein, “Person” means an individual, a entity, corporation, partnership, association, limited liability company, a limited liability partnership, a joint venturejoint-stock company, a corporation, a trust, an trust or unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer buyer is (i) acquiring the Purchased Shares and the Warrants securities and (ii) upon exercise conversion of the Warrants preferred shares (other than pursuant to those issuable as a Cashless Exercise (result of purchase as defined in a result of an exchange of the Warrants)notes) will acquire the Warrant Shares shares of company common stock issuable upon exercise of the Warrantsconversion thereof, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the securities act of 1933, as amended (the “1933 Actact”); provided, however, that by making the representations herein, such Xxxxx buyer does not agree to hold any of the Securities securities for any minimum or other specific term and reserves the right to dispose of the Securities securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Actact or an available exemption from such registration requirements and in each case in accordance with any applicable state securities laws. Such Buyer buyer is acquiring the Securities securities hereunder in the ordinary course of its business. Such Buyer buyer does not presently have any agreement or understanding, directly or indirectly, with any Person person (as defined below) to distribute any of the Securitiessecurities. As used hereinFor purposes of this agreement, “Personperson” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer Purchaser is (i) acquiring the Purchased Preferred Shares and the Warrants Warrants, and (ii) upon conversion of the Preferred Shares will acquire the Conversion Shares and upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Securities Act; provided, however, that by making the representations herein, such Xxxxx Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of all or any part of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 ActSecurities Act and pursuant to the applicable terms of the Transaction Documents. Such Buyer Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Purchaser does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used hereinin this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the its Purchased Shares and the Warrants Securities, and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined conversion, redemption, or otherwise in the Warrants)) accordance with its Senior Convertible Notes will acquire the Warrant Conversion Shares issuable upon exercise of the Warrantsconversion, redemption, or otherwise in accordance with, its Senior Convertible Notes, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Common Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, “”Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares Notes and the Warrants and (ii) upon issuance of the Conversion Shares pursuant to the terms of the Notes and upon exercise of the Warrants (other than will acquire the Conversion Shares issuable pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire terms of the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer Holder is (i) acquiring the Purchased Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares Units issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Holder does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer Holder is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Holder does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity government or any department or agency thereof.

No Public Sale or Distribution. Such The Buyer is (i) is acquiring the Purchased its Common Shares and the Warrants Warrants, and (ii) upon exercise of the its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx the Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act0000 Xxx. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares and the Warrants its Series A-1 Warrants, and (ii) upon exercise of the its Series A-1 Warrants (other than pursuant to a Cashless Exercise (as defined in the Series A-1 Warrants)) will acquire the Series A-1 Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer Upon exercise of the Call Right, such Investor is (i) acquiring the Purchased Shares New Warrants, and the Warrants and (ii) upon exercise of the New Warrants (other than pursuant to a Cashless Exercise (as defined in the New Warrants)) will acquire the New Warrant Shares issuable upon exercise of the New Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the “1933 Act”); provided, however, that by making the representations herein, such Xxxxx each of the Investors does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer Investors is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such The Buyer is (i) is acquiring the Purchased Shares and the Warrants its Series D Warrants, and (ii) upon exercise of the its Series D Warrants (other than pursuant to a Cashless Exercise (as defined in the Series D Warrants)) will acquire the Series D Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx the Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act0000 Xxx. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Common Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “"Person” " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares its Notes and the Warrants Warrant, and (ii) upon conversion of its Note or exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) its Warrant, will acquire the Conversion Shares or Warrant Shares Shares, as applicable, issuable upon conversion or exercise of (as the Warrantscase may be) thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer Holder is (i) acquiring the Purchased Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (net issuance exercise as defined set forth in the Warrants)) will acquire the Warrant Shares Units issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that that, by making the representations herein, such Xxxxx Holder does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer Holder is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Holder does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, “"Person” " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased its Common Shares and the Warrants Warrants, and (ii) upon exercise of the its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares and the Warrants its Warrants, and (ii) upon exercise of the its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased its Common Shares and the Warrants Warrants, and (ii) upon exercise of the its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Common Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 ActAct after expiration of the Lock-Up Period (as defined in the Registration Rights Agreement). Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such The Buyer is (i) is acquiring the Purchased Note, Shares and the Warrants and (ii) upon exercise conversion of the Shares or exercise, subject to approval of the Company’s stockholders, of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Conversion Shares issuable upon exercise of the Warrantsconversion thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx the Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act0000 Xxx. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer Investor is (i) acquiring the Purchased Shares New Warrants, and the Warrants and (ii) upon exercise of the New Warrants (other than pursuant to a Cashless Exercise (as defined in the New Warrants)) will acquire the New Warrant Shares issuable upon exercise of the New Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx each of the Investors does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer Investors is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Common Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below ) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “"Person” " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased its Common Shares and the Warrants Warrants, and (ii) upon exercise of the its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “"Person” " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares and the Warrants its Warrants, and (ii) upon exercise of the its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Purchased Shares and the Warrants its Notes, and (ii) upon exercise conversion of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) its Note will acquire the Warrant Conversion Shares issuable upon exercise of the Warrantsconversion thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, except as set forth in the Leak-Out Agreement (as defined below) of such Xxxxx Buyer or Section 4(y) below, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the its Subsequently Purchased Shares and the Warrants Securities, and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined of, or otherwise in the Warrants)) accordance with, its Subsequently Purchased Securities will acquire the Warrant Subsequent Underlying Shares issuable upon exercise of the Warrantsthereof, or otherwise in accordance therewith, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes and the Warrants Warrants, (ii) upon conversion by the Buyer of the Notes, will acquire the Conversion Shares issuable upon conversion of the Notes, and (iiiii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) , will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 ActAct and any applicable state securities laws. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “"Person” " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Notes and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 ActAct or an available exemption from such registration requirements and in each case in accordance with any applicable state securities laws. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares Common Shares, the Preferred Shares, if any, and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Common Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, “"Person” " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity organization and any governmental entity a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the its Subsequently Purchased Shares and the Warrants Securities, and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined of, or otherwise in the Warrants)) accordance with, its Subsequently Purchased Securities will acquire the Warrant Subsequent Underlying Shares issuable upon exercise of the Warrantsthereof, or otherwise in accordance therewith, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. As used hereinFor purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such The Buyer is (i) acquiring the Purchased Common Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx except as otherwise set forth herein or the other Transaction Documents, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act0000 Xxx. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Preferred Shares and the Warrants and (ii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Xxxxx Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, “Person” Person “means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.