Common use of Offerings Clause in Contracts

Offerings. Subject in part to the truth and accuracy of the Investors’ representations and warranties set forth in this Agreement, the offer, sale and issuance of the Notes, Warrants and Conversion Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offerings. Subject in part to the truth and accuracy of the Investors’ Investor’s representations and warranties set forth in this Agreement, the offer, sale and issuance of the Notes, Warrants Shares and Conversion Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offerings. Subject in part to the truth and accuracy of the Investors’ representations and warranties set forth in this Agreement, the offer, sale and issuance of the NotesShares, Warrants and Conversion Warrant Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offerings. Subject in part to the truth and accuracy of the Investors’ Investor’s representations and warranties set forth in this Agreement, the offer, sale and issuance of the NotesShares, Warrants and Conversion Warrant Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offerings. Subject in part to the truth and accuracy of the Investors’ Investor’s representations and warranties set forth in this Agreement, the offer, sale and issuance of the NotesShares, Warrants and Conversion Warrant Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf (including Axxxx) will take any action hereafter that would cause the loss of such exemption.

Offerings. Subject in part to the truth and accuracy of the Investors’ Investor’s representations and warranties set forth in this Agreement, the offer, sale and issuance of the Notes, Warrants and Conversion Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.