Common use of Solicitation; Other Issuances of Securities Clause in Contracts

Solicitation; Other Issuances of Securities. Neither the Company nor any of its subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Common Stock, the Warrant or the Warrant Shares, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Common Stock or the Warrants, under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Initial Common Stock, Additional Common Stock, the Warrant, the Additional Warrant or the Warrant Shares to such Purchaser for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated, nor will the Company or any of its subsidiaries or affiliates take any action or steps that would require registration of any of the Initial Common Stock, Additional Common Stock, the Warrant, the Additional Warrant or the Warrant Shares under the Securities Act or cause the offering of the Initial Common Stock, Additional Common Stock, the Warrant, the Additional Warrant or the Warrant Shares to be integrated with other offerings. Assuming the accuracy of the representations and warranties of Purchasers, the offer and sale of the Initial Common Stock, the Additional Common Stock, the Warrant, the Additional Warrant or the Warrant Shares by the Company to the Purchaser pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Solicitation; Other Issuances of Securities. Neither the Company nor any of its subsidiaries or affiliates, nor any Person person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities ActD) in connection with the offer or sale of the Common Stock, the Warrant or the Warrant SharesSecurities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Common Stock or the Warrants, Securities under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Initial Common Stock, Additional Common Stock, the Warrant, the Additional Warrant Preferred Shares or the Warrant Shares Warrants to such Purchaser for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. In order to prevent the possible integration of the offer and sale of the Securities with any offering effected subsequent to the Closing Date, nor will neither the Company or nor any of its subsidiaries or affiliates take will offer or sell any action securities during the six (6) month period following the Closing Date; PROVIDED, HOWEVER, that such limitation shall not apply to any securities that are offered or steps that would require registration of sold pursuant to (i) an employee benefit plan or program duly adopted by the Company; (ii) any options, warrant, convertible securities or rights or agreements to purchase securities of the Initial Company outstanding on the date hereof; (iii) any underwritten public offerings of securities ; (iv) any security issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination; (v) shares of Common StockStock issued in connection with any stock split, Additional stock dividend or recapitalization by the Company; (vi) shares of Common Stock, the Warrant, the Additional Warrant or the Warrant Shares under the Securities Act or cause the offering Stock issued upon conversion of the Initial Common Stock, Additional Common Stock, the Warrant, the Additional Warrant Preferred Shares or the Warrant Shares to be integrated with other offerings. Assuming the accuracy exercise of the representations and warranties of Purchasers, the offer and sale of the Initial Common Stock, the Additional Common Stock, the Closing Warrant, the Additional Warrant ; (vii) any securities issued pursuant to any equipment leasing arrangement or the Warrant Shares by debt financing from a bank or similar financial institution; or (viii) any securities issued in connection with strategic transactions involving the Company to and third parties, including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements; provided, that the Purchaser pursuant to this Agreement will be exempt from primary purpose of such transaction is not the registration requirements raising of the Securities Actcapital.

Solicitation; Other Issuances of Securities. Neither the Company nor any of its subsidiaries or affiliates, nor any Person person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities ActD) in connection with the offer or sale of the Common Stock, the Warrant or the Warrant SharesSecurities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Common Stock or the Warrants, Securities under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock (collectively, "Equity Securities") which would be integrated with the sale of the Initial Common Stock, Additional Common Stock, Securities to such Purchaser or the Warrant, the Additional Warrant or issuance of the Warrant Shares to such Purchaser for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. In order to prevent the possible integration of the offer and sale of the Securities with any offering effected subsequent to the Closing Date, nor will neither the Company or nor any of its subsidiaries or affiliates take will offer or sell any action Equity Securities during the six (6) month period following the Closing Date; provided, however, that such limitation shall not apply to any securities that are offered or steps that would require registration sold (i) pursuant to an employee benefit plan or program duly adopted by the Company, (ii) pursuant to stock options or warrants outstanding on the date hereof, (iii) pursuant to any firm-commitment underwritten public offering, (iv) upon exercise of the Warrants, (v) upon conversion or exercise of any securities convertible into or exchangeable or exercisable for shares of Common Stock issued to a financial institution in connection with (x) a commercial loan originated by such financial institution or (y) an equipment lease transaction, or (vi) in connection with a strategic investment or acquisition, which, in the Initial Common Stockcase of a transaction described in (v) or (vi) above, Additional Common Stock, is not effected for the Warrant, the Additional Warrant or the Warrant Shares under the Securities Act or cause the offering primary purpose of the Initial Common Stock, Additional Common Stock, the Warrant, the Additional Warrant or the Warrant Shares to be integrated with other offerings. Assuming the accuracy of the representations and warranties of Purchasers, the offer and sale of the Initial Common Stock, the Additional Common Stock, the Warrant, the Additional Warrant or the Warrant Shares by the Company to the Purchaser pursuant to this Agreement will be exempt from the registration requirements of the Securities Actraising equity capital.