Common use of Private Offering Clause in Contracts

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Preferred Shares. No registration of the Purchased Shares, Preferred Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, laws will be required by the offer, sale or issuance of the Purchased SharesPreferred Shares pursuant to this Agreement. The Company agrees that neither it, nor anyone acting authorized to act on its behalf, shall will offer to or sell the Purchased Preferred Shares or any other securities of the Company security so as to require the registration of the Purchased Preferred Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Preferred Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" lawslaws will be required by the offer, unless such sale, or issuance of the Purchased Shares or other securities are so registeredpursuant to this Agreement, assuming the accuracy of the Purchaser's representation contained in Section 4.5.

Private Offering. No form of general solicitation or general advertising was used by the Company any Credit Party or any of its Subsidiaries, or their respective representatives in connection with the offer or sale of the Purchased SharesSecurities. No registration of the Purchased SharesSecurities pursuant to the provisions of the Securities Act or the state securities or “blue sky” laws will be required for the offer, sale or issuance of the Securities pursuant to this Agreement. Each Credit Party agrees that neither it, nor anyone acting on its behalf, will offer or sell the Securities or any other security so as to require the registration of the Securities pursuant to the provisions of the Securities Act or any state securities or "“blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" ” laws, unless such Purchased Shares or other securities Securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its any of their representatives in connection with the offer or sale of the Purchased Subscribed Shares. No registration of the Purchased Subscribed Shares, pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws, will be required by the offer, sale or issuance of the Purchased Subscribed Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Subscribed Shares or any other securities of the Company so as to require the registration of the Purchased Subscribed Shares pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws, unless such Purchased Subscribed Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased SharesSecurities. No Assuming that the representations of the Investors set forth in Section 4 hereof are true, no registration of the Purchased SharesSecurities, pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws, will be required by the offer, sale or issuance of the Purchased SharesSecurities. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares Securities or any other securities security of the Company so as to require the registration of the Purchased Shares Securities pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws, unless such Purchased Shares Securities or other securities are security is so registered.

Private Offering. No form of general solicitation or general ---------------- advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general ---------------- advertising was used by the Company or or, to its knowledge, its representatives in connection with the offer or sale of the Purchased Preferred Shares. No registration of the Purchased Shares, Preferred Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, laws will be required by the offer, sale or issuance of the Purchased SharesPreferred Shares pursuant to this Agreement. The Company agrees that neither it, nor anyone acting on its behalf, shall will offer to or sell the Purchased Preferred Shares or any other securities of the Company security so as to require the registration of the Purchased Preferred Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Preferred Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares Shares, or any other securities of the Company so as to require the registration of the Purchased Shares Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares Shares, or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company Company, or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares, Shares pursuant to the provisions of the United States Securities Act of 1933, as amended (the “Securities Act”) or any the state securities or "“blue sky" laws, ” laws will be required by for the offer, sale or issuance of the Purchased SharesShares pursuant to this Agreement. The Company agrees that neither it, nor anyone acting on its behalf, shall will offer to or sell the Purchased Shares or any other securities of the Company security so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or or, to its knowledge, its representatives in connection with the offer or sale of the Purchased SharesShares or the Warrants. No registration of the Purchased Shares, Shares or the Warrants pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, laws will be required by the offer, sale or issuance of the Purchased SharesShares or the Warrants pursuant to this Agreement. The Company agrees that neither it, nor anyone acting on its behalf, shall will offer to or sell the Purchased Shares or the Warrants or any other securities of the Company security so as to require the registration of the Purchased Shares or the Warrants pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No Assuming the accuracy of the representations and warranties of the Purchasers set forth in Article IV, no registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or ---------------- general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue skyBLUE SKY" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue skyBLUE SKY" laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general ---------------- advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased SharesShares or the Warrants. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased SharesShares or the Warrants. No registration of the Purchased SharesSecurities, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased SharesSecurities. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares Securities or any other securities security of the Company so as to require the registration of the Purchased Shares Securities pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares Securities or other securities are security is so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer offer, sale or sale issuance of the Purchased Shares. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer offer, sale or sale issuance of the Purchased SharesShares or the Warrants. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 3, no registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased SharesSecurities. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No Subject to the accuracy of the representations made by the Investor in Article V of this Agreement, no registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither either it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company Company, MFNS or its representatives in connection with the offer or sale of the Purchased SharesNote or Warrant. No registration of the Purchased SharesNote or Warrant, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased SharesNote or Warrant. The Each of the Company agrees and MFNS agree that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares Note or Warrant or any other securities of the Company so as to require the registration of the Purchased Shares Note or Warrant pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares Note or Warrant or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased SharesInterests. No Subject to the accuracy of the representations and warranties of the Purchaser set forth in Article IV of this Agreement, no registration of the Purchased SharesInterests, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased SharesInterests. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares Interests or any other securities of the Company so as to require the registration of the Purchased Shares Interests pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares Interests or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Shares. No Subject to the accuracy of the representations made by the Investor in Article V of this Agreement, no registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or "“blue sky" ” laws, unless such Purchased Shares or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased SharesNotes. No registration of the Purchased SharesNotes, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased SharesNotes. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares Notes or any other securities of the Company so as to require the registration of the Purchased Shares Notes pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Shares Notes or other securities are so registered.

Private Offering. No form of general solicitation or general advertising was used by the Company or or, to its knowledge, its representatives in connection with the offer or sale of the Purchased Preferred Shares. No registration of the Purchased Shares, Preferred Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, laws will be required by the offer, sale or issuance of the Purchased SharesPreferred Shares pursuant to this Agreement. The Company agrees that neither it, nor anyone acting on its behalf, shall will offer to or sell the Purchased Preferred Shares or any other securities of the Company security so as to require the registration of the Purchased Preferred Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, unless such Purchased Preferred Shares or other securities are so registered.