Common use of Private Offering Clause in Contracts

Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 2.2(b)-(f), the issuance and sale of the Securities to the Purchaser as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 2.2(b)-(f), the offer, issuance and sale of the Securities to the Purchaser as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers set forth in Section 2.2(b)-(fSections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchaser Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers set forth in Section 2.2(b)-(fSections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchaser Purchasers as contemplated hereby are exempt from the registration requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"). Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Buyers set forth in Section 2.2(b)-(f3(a)-(f), the offer, issuance and sale of the Securities to the Purchaser Buyers as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers set forth in Section 2.2(b)-(f), the issuance and sale of the Securities to the Purchaser Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and ---------------- warranties of the Purchaser Buyer set forth in Section 2.2(b)-(f3(a)-(f), the offer, issuance and sale of the Securities to the Purchaser Buyer as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Buyer set forth in Section 2.2(b)-(f)herein, the issuance and sale of the Securities Preferred Shares to the Purchaser Buyer as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither Except as provided in the Transaction Documents, neither the Company nor any Person person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities Preferred Shares to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 2.2(b)-(f), the issuance and sale of the Securities to the Purchaser as contemplated hereby are is exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 2.2(b)-(f)herein, the offer, issuance and sale of the Securities to the Purchaser as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Investors set forth in Section 2.2(b)-(fSections 2.2(b)-(g), the issuance offer, issuance, and sale of the Securities Notes and the Conversion Shares (collectively, the “Securities”) to the Purchaser Investors as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming the accuracy of the representations and ---------------- warranties of the Purchaser Buyers set forth in Section 2.2(b)-(f3(a)-(f), the offer, issuance and sale of the Securities to the Purchaser Buyers as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.

Private Offering. Assuming Subject to the accuracy of the Purchaser’s representations and warranties of the Purchaser set forth in Section 2.2(b)-(f)2 hereof, the issuance offer and sale of the Units and the issuance of the Securities to the Purchaser as contemplated hereby by this Agreement are exempt from the registration requirements of the Securities Act. Neither , and neither the Company nor any Person agent acting on its behalf has taken or will take any action which might subject hereafter that would cause the offering, issuance or sale loss of the Securities to the registration requirements of the Securities Actsuch exemption.