Common use of Private Placement Clause in Contracts

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 hereof, the offer and sale of the Securities to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Sections 4.2 4.5 and 4.3 hereof4.6, the offer and sale of the Securities Shares to the Purchasers as contemplated hereby Purchaser pursuant to this Agreement is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained set forth in Sections 4.2 and 4.3 hereof3.2(b)-(f), the offer offer, issuance and sale of the Securities Shares to the Purchasers as contemplated hereby is are exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained Purchaser set forth in Sections 4.2 and 4.3 hereofSection 3.4 (Investment Representations), the offer and sale of the Securities Purchased Shares pursuant to the Purchasers as contemplated hereby is this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy and completeness of the Purchasers' representations and warranties of the Purchasers contained set forth in Sections 4.2 and 4.3 Section 4 hereof, the offer and sale issuance by the Company of the Securities to the Purchasers as contemplated hereby Shares is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 hereofPurchaser hereunder, the offer and sale of the Securities Shares to the Purchasers Purchaser as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the truth and accuracy of the applicable Purchasers’ representations and warranties set forth in Section 4 of the Purchasers contained in Sections 4.2 and 4.3 hereofthis Agreement, the offer and sale of the Securities to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Sections 4.2 and 4.3 hereof4.3, the offer and sale of the Securities Shares to the Purchasers as contemplated hereby Purchaser pursuant to this Agreement is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained set forth in Sections 4.2 Section 5, and 4.3 hereofin reliance thereon, the offer and sale of the Securities Shares to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 hereofSection 4.2, the offer and the sale of the Securities Shares to the Purchasers as contemplated hereby pursuant to this Agreement is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchasers contained set forth in Sections 4.2 and 4.3 hereofSection 5, the offer and sale of the Securities Notes to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 hereofunder Section 5, the offer and sale of the Securities Shares to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained set forth in Sections 4.2 the Purchase Agreement, and 4.3 hereofin reliance thereon, the offer and sale of the Securities to the Purchasers as contemplated hereby by the Transaction Documents is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained Purchaser set forth in Sections 4.2 and 4.3 hereofArticle III of this Agreement, the offer offer, sale, and sale issuance of the Securities to Purchased Shares and the Purchasers as contemplated hereby is issuance of the Underlying Purchased Shares upon conversion of the Purchased Shares, in each case in conformity with the terms of this Agreement, are exempt from the registration requirements of Section 5 of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Sections 4.2 and 4.3 hereofthis Agreement, the offer and sale of the Securities Shares to the Purchasers Purchaser as contemplated hereby herein is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 5, the issuance by the Company of the Purchasers contained Securities is exempt from registration under the Securities Act. Assuming the making and the obtaining of the Required Approvals, and compliance by the Purchaser with its obligations in Sections 4.2 and 4.3 hereof, the offer Transaction Documents the issuance and sale of the Securities to hereunder does not contravene the Purchasers as contemplated hereby is exempt from the registration requirements rules and regulations of the Securities ActTrading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 Article 3 hereof, the offer and sale of the Securities to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming Subject to the accuracy of the each Purchaser's representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 Section 4 hereof, the offer and sale of the Securities to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Sections 4.2 Section 4 hereof and 4.3 hereofcompliance by the Purchasers with the terms of the Transaction Documents, the offer and sale of the Securities to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained Purchaser set forth in Sections 4.2 and 4.3 Article 3 hereof, the offer and sale of the Securities to the Purchasers Purchaser as contemplated hereby is by this Agreement are exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Sections 4.2 4.05 and 4.3 hereof4.06, the offer and sale of the Securities Shares to the Purchasers as contemplated hereby Purchaser pursuant to this Agreement is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 hereofPurchasers, the offer and sale of the Securities Shares to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Sections 4.2 and 4.3 Article 4 hereof, the offer and sale of the Securities to the Purchasers Purchaser as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained made by each Purchaser in Sections 4.2 and 4.3 hereofSection 5, the offer and sale issuance by the Company of the Securities to the Purchasers as contemplated hereby Shares is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained set forth in Sections 4.2 Section 5, and 4.3 hereofin reliance thereon, the offer and sale of the Securities to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 hereof, the offer and sale of the Securities Shares to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties made by the Purchasers in Section 4 hereof, and compliance by the Purchasers with the restrictions on the transfer of the Purchasers contained in Sections 4.2 and 4.3 hereofShares under applicable securities law, the offer and sale of the Securities Shares to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 hereofSection 5.04, the offer and sale hereunder of the Securities to the Purchasers as contemplated hereby is Shares owned by such Seller are exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained Purchaser set forth in Sections 4.2 and 4.3 Section 4 hereof, the offer and sale issuance of the Securities Shares to the Purchasers Purchaser as contemplated hereby by this Agreement is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 5, the issuance by the Company of the Securities is exempt from registration under the Securities Act. Assuming the making and the obtaining of the Required Approvals, and compliance by the Purchasers contained with their respective obligations in Sections 4.2 and 4.3 hereof, the offer Transaction Documents the issuance and sale of the Securities to hereunder does not contravene the Purchasers as contemplated hereby is exempt from the registration requirements rules and regulations of the Securities ActTrading Market.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained set forth in Sections 4.2 and 4.3 hereofSection 3.4 (Investment Representations), the offer and sale of the Securities Purchased Shares pursuant to the Purchasers as contemplated hereby is this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Purchasers contained Purchaser set forth in Sections 4.2 and 4.3 Section 4 hereof, the offer and sale of the Securities Shares to the Purchasers Purchaser as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 hereofunder Section 4, the offer and sale of the Securities to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained Purchaser set forth in Sections 4.2 and 4.3 hereofSection 3.5 (Investment Representations), the offer and sale of the Securities Purchased Shares pursuant to the Purchasers as contemplated hereby is this Agreement will be exempt from the registration requirements of the Securities Act.