Common use of Not an Integrated Offering Clause in Contracts

Not an Integrated Offering. Except in connection with the Prior 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 of any security or solicited any offers to buy any security under circumstances that would 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, including, without limitation, under the rules and regulations of the OTC Bulletin Board (“Bulletin Board”) which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. Nor will the Company or any of its Affiliates take any action or steps that would cause the offer or issuance of the Securities to be integrated with other offerings which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. The Company will not conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the Securities, which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. This representation does not constitute an acknowledgement on the part of the Company that the Prior Offering should be integrated with the transactions contemplated hereunder.

Not an Integrated Offering. Except in connection with the Prior Offering, neither 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 of any security or solicited any offers to buy any security under circumstances that would 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, including, without limitation, under the rules and regulations of the OTC Bulletin Board (“Bulletin Board”) any Principal Market as defined in Section 9(b) which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. Nor will the Company or any of its Affiliates take any action or steps that would cause the offer or issuance of the Securities to be integrated with other offerings which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. The Company will not conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the Securities, which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. This representation does not constitute an acknowledgement on the part of the Company that the Prior Offering should be integrated with the transactions contemplated hereunder.

Not an Integrated Offering. Except in connection with the Prior Offering, neither Neither the Company, nor any of its Affiliates, nor to its knowledge, any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security (other than in connection with the Series B Financing) under circumstances that would 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, including, without limitation, under the rules and regulations of the OTC Bulletin Board (“Bulletin Board”) NCM which would impair the exemptions relied upon in this Offering or the Company’s ability to timely (Subscription Agreement) comply with its obligations hereunder. Nor will the Company or any of its Affiliates take any action or steps that would cause the offer or issuance of the Securities to be integrated with other offerings which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. The Other than the Series B Financing, the Company will not conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the Securities, which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. This representation does The foregoing notwithstanding, the Company represents that the Series B Financing, if integrated with this Offering, will not constitute an acknowledgement on impair the part exemptions relied upon for the offer and sale of the Securities and the Company will not conduct a Series B Financing that would result in a violation of the Prior Offering should be integrated with rules and regulations of the transactions contemplated hereunderNCM.

Not an Integrated Offering. Except in connection with the Prior Offering, neither 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 of any security or solicited any offers to buy any security under circumstances that would 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, including, without limitation, under the rules and regulations of the OTC Bulletin Board (“Bulletin Board”"BULLETIN BOARD") any Principal Market [as defined in Section 9(b)] which would impair the exemptions relied upon in this Offering [as defined in Section 8(b)] or the Company’s 's ability to timely comply with its obligations hereunder. Nor will the Company or any of its Affiliates take any action or steps that would cause the offer or issuance of the Securities to be integrated with other offerings which would impair the exemptions relied upon in this Offering or the Company’s 's ability to timely comply with its obligations hereunder. The Company will not conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the Securities, which would impair the exemptions relied upon in this Offering or the Company’s 's ability to timely comply with its obligations hereunder. This representation does not constitute an acknowledgement on the part of the Company that the Prior Offering should be integrated with the transactions contemplated hereunder.

Not an Integrated Offering. Except in connection with the Prior Offering, neither 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 of any security or solicited any offers to buy any security under circumstances that would 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, including, without limitation, under the rules and regulations of the OTC Bulletin Board (“"Bulletin Board”") which or any Principal Market [as defined in Section 9(b)] that would impair the exemptions relied upon in this Offering [as defined in Section 8(b)] or the Company’s 's ability to timely comply with its obligations hereunder. Nor will the Company or any of its Affiliates take any action or steps that would cause the offer or issuance of the Securities to be integrated with other offerings which that would impair the exemptions relied upon in this Offering or the Company’s 's ability to timely comply with its obligations hereunder. The Company will not conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the Securitiessecurities, which would impair the exemptions relied upon in this Offering or the Company’s 's ability to timely comply with its obligations hereunder. This representation does not constitute an acknowledgement on the part of the Company that the Prior Offering should be integrated with the transactions contemplated hereunder.

Not an Integrated Offering. Except in connection with Neither the Prior Offering, neither the CompanyCorporation, nor any of its Affiliatesaffiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offer of the Securities Purchased Shares, Warrant Shares or Exchange Shares pursuant to this Agreement to be integrated with prior offerings by the Company Corporation for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the OTC Bulletin Board (“Bulletin Board”) or any Principal Market which would impair the exemptions relied upon in this Offering Agreement or the CompanyCorporation’s ability to timely comply with its obligations hereunder. Nor will the Company Corporation or any of its Affiliates affiliates take any action or steps that would cause the offer or issuance of the Securities Purchased Shares or the Warrant Shares, the Exchange Shares to be integrated with other offerings which would impair the exemptions relied upon in this Offering Agreement or the CompanyCorporation’s ability to timely comply with its obligations hereunder. The Company Corporation will not conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the SecuritiesPurchased Shares, Warrant Shares or Exchange Shares, which would impair the exemptions relied upon in this Offering Agreement or the CompanyCorporation’s ability to timely comply with its obligations hereunder. This representation does not constitute an acknowledgement on the part of the Company that the Prior Offering should be integrated with the transactions contemplated hereunder.