Common use of Private Placement Clause in Contracts

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2Article IV, no registration under the Securities Act is required for the offer and sale of the Common Warrants Notes or the Common Warrant Shares issuable upon conversion thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or Warrants, the Common Warrant Shares and Warrant ADSs issuable upon exercise thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2ARTICLE 4, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants Warrant or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants Preferred Investment Options or the Common Warrant Preferred Investment Option Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23 hereof, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers Purchaser as contemplated herebyhereby in accordance with the terms of this Agreement.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company and its Subsidiaries to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Notes, the Shares upon conversion thereof, the Warrants or the Common Warrant Shares issuable upon exercise thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or and the issuance of the Common Warrant Shares upon exercise of the Common Warrants by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Common Warrants and Common Warrant Shares hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2Article IV, no registration under the Securities Act is required for the offer and sale of the Common Warrants Notes or the Common Warrant Shares Registrable Securities issuable upon conversion thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Purchase Warrants or the Common Purchase Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares issuable upon exercise thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated herebyunder the Transaction Documents.

Private Placement. Assuming the accuracy of the PurchasersHolders’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers Holders as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or and the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.22.02, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2ARTICLE III, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Preferred Stock by the Company NPS to the Purchasers as contemplated herebyby this Agreement.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Private Warrants or the Common Private Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.23.1, no registration under the Securities Act is required for the offer and sale of the Common Warrants Notes or the Common Warrant Shares issuable upon conversion thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser's representations and warranties set forth in Section 3.2Article IV, no registration under the Securities Act is required for the offer and sale of the Common Warrants Notes or the Common Warrant Shares issuable upon conversion thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company Issuer to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.22.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Purchase Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, based upon an exemption from registration provided by SEC Regulation D, no registration under the Securities Act is required for the offer and sale of the Common Warrants or and the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Purchaser’s Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares issuable thereunder by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Shares or Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or Unregistered Commitment Shares (the Common Warrant Shares “Unregistered Securities”) by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser's representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act or any other applicable law rule or regulation is required for the offer and sale of the Common Warrants or the Common Warrant Shares Debentures by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration may not be required under the Securities Act is required for the offer and sale of the Common Private Placement Warrants or and the Common Private Placement Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or and the Common Warrant Shares issuable upon exercise thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of Warrants and the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Preferred Stock and Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company Parent to the Purchasers such Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.23.3, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ ' representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.24.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Holder’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers Holder as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares ADSs by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2Sections 3.2(c) though (h) herein, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated herebyPurchaser hereunder.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Units by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Series A Warrants or the Common Series A Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated herebyPurchaser or the issuance of Underlying Common Shares.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Ordinary Warrants or the Common Ordinary Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of each of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Shares and Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser's representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares of Preferred Stock by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.23, no registration under the Securities Act or any state securities law is required for the offer and sale of the Common Stock and Warrants or the Common Warrant Shares by the Company to the Purchasers Purchaser as contemplated herebyby the Transaction Documents, including the subsequent exercise of the Warrants, by virtue of the exemption provided by Rule 506 of the Securities Act.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Notes by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23(c), no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated herebySecurities.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.23.2 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated herebyPurchaser under the Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchaser set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act or any other applicable law rule or regulation is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Debentures and Additional Investment Rights by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser s representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer offer, issuance and sale of the Common Preferred Shares and Warrants or the Common Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the PurchasersHolders’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for (i) the offer and sale of the Common Warrants or the Common Warrant Shares Purchased Securities by the Company to the Purchasers as contemplated hereby, or (ii) in connection with the Exchange.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of First Choice set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers First Choice as contemplated herebyby this Agreement.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company and its Subsidiaries and Mount Tam to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ ' representations and warranties set forth in Section 3.23.2 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated herebyunder the Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Unregistered Shares, Unregistered Warrants or the Common Warrant Shares underlying the Unregistered Warrants by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Notes by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of each of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Purchased Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.23.1, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Unregistered Warrants or the Common Unregistered Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Common Notes and Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of each of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Shares and Warrants or the Common Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Ordinary Share Warrants or the Common Ordinary Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.contemplated

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.22.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act or the securities laws of any state is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Shares, by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement, no registration under the Securities Act is required for the offer and sale of the shares of Common Warrants or the Common Warrant Shares Stock by the Company to the Purchasers as contemplated herebyhereby nor under any of the other Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ each Buyer’s representations and warranties set forth in Section 3.23 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated herebyBuyers under this Agreement.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants Ordinary Share Warrants, Ordinary Warrant ADSs or the Common Ordinary Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of each of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is not required for the offer and sale of the Common Warrants or the Common Warrant Shares Units by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Preferred Stock by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company Fr8hub to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants Preferred Stock or the Common Warrant Conversion Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants, the Warrant Shares, the Unregistered Preferred Shares, the Unregistered Prefunded Warrants or the Common Warrant Unregistered Conversion Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Series B-4 Preferred Stock, the Warrants or and the Common Warrant Underlying Shares issuable upon conversion and exercise thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Preferred Stock and Warrants or the Common Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.