Common use of Acknowledgment Regarding Purchaser’s Trading Activity Clause in Contracts

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere herein to the contrary (except for Section 3.2(f)), it is understood and acknowledged by the Company that (i) none of the Purchasers has been asked to agree by the Company, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (a) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined and (b) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Section 3.2(f))notwithstanding, it is understood and acknowledged by the Company that that: (i) none of the Purchasers has been asked to agree by the CompanyCompany to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, and (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Warrant Shares and/or the Prefunded Warrant Shares deliverable with respect to Securities are being determined determined, and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Section 3.2(f))notwithstanding, it is understood and acknowledged by the Company that that: (i) none of the Purchasers has been asked to agree by the CompanyCompany to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales short sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, and (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Section 3.2(f))notwithstanding, it is understood and acknowledged by the Company that that: (i) none of the Purchasers has been asked to agree by the CompanyCompany to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined determined, and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Section 3.2(f))notwithstanding, it is understood and acknowledged by the Company that that: (i) none of the Purchasers Purchaser has not been asked to agree by the CompanyCompany to agree, nor has any the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any the Purchaser, and counter-parties in “derivative” transactions to which any such the Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, Stock and (iv) each the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers the Purchaser may engage in hedging activities in accordance with all applicable laws at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Purchase Agreement or elsewhere herein to the contrary (except for Section 3.2(f))notwithstanding, it is understood and acknowledged by the Company that (i) none of the Purchasers has been asked to agree by the CompanyCompany to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales short sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined and (bz) such hedging activities (if any) could would reduce the value of the existing stockholders' Purchasers’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documentsthis Agreement.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f), 4.14 and 4.15 hereof), it is understood and acknowledged by the Company that that: (i) none of the Purchasers has been asked to agree by the CompanyCompany to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, and (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Pre-Funded Warrant Shares and/or the Warrant Shares deliverable with respect to Securities are being determined determined, and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Section 3.2(f))notwithstanding, it is understood and acknowledged by the Company that that: (i) none of the Purchasers Purchaser has not been asked to agree by the CompanyCompany to agree, nor has any the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the a closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, securities (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, Omit and (iv) each the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Warrant Shares deliverable with respect to Securities the Warrant are being determined determined, and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f)3.2(g) hereof), it is understood and acknowledged by the Company that Company: (i) none of the Purchasers that Purchaser has not been asked to agree by the Companyagree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any securities of the Securities Company for any specified term, ; (ii) past or that future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or Purchaser with respect to securities of the Company after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; and (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, and (iv) each that Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (a) one or more Purchasers Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Warrant Shares deliverable with respect to Securities are being determined and (b) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Section 3.2(f))notwithstanding, it is understood and acknowledged by the Company that that: (i) none of the Purchasers Purchaser has not been asked to agree by the CompanyCompany to agree, nor has any the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any the Purchaser, and counter-parties in “derivative” transactions to which any such the Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, and (iv) each the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined determined, and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' shareholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents...

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Section 3.2(f))notwithstanding, it is understood and acknowledged by the Company that that: (i) none of the Purchasers Purchaser has not been asked to agree by the CompanyCompany to agree, nor has any the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the a closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, securities (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, Omit and (iv) each the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Warrant Shares deliverable with respect to Securities the Warrants are being determined determined, and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' stockholders ‘equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Except as provided in this the Non-Redemption Agreement or elsewhere herein to the contrary (except for Section 3.2(f))contrary, it is understood and acknowledged by the Company that that: (i) none of the Purchasers Purchaser has not been asked to agree by the CompanyCompany to agree, nor has any the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any the Purchaser, and counter-parties in “derivative” transactions to which any such the Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock, Ordinary Shares and (iv) each the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers the Purchaser may engage in hedging activities at various times during the period that the Securities Shares are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents, except to the extent contrary to the Non-Redemption Agreement.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Section 3.2(f))notwithstanding, it is understood and acknowledged by the Company that that: (i) none of the Purchasers Purchaser has not been asked to agree by the CompanyCompany to agree, nor has any the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, ; (ii) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the a closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock, Omit; and (iv) each the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ay) one or more Purchasers the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgment Regarding Purchaser’s Trading Activity. Notwithstanding anything Anything in this Agreement or elsewhere herein to the contrary (except for Section 3.2(f))notwithstanding, it is understood and acknowledged by the Company that that: (i) none of the Purchasers Purchaser has not been asked to agree by the CompanyCompany to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” derivative securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, including Short Sales or “derivative” derivative transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” derivative transactions to which any such Purchaser is a party, directly or indirectly, presently may presently have a “short” short position in the Common Stock, Ordinary Shares and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” derivative transaction. The Company further understands and acknowledges that (ay) one or more Purchasers Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined and (bz) such hedging activities (if any) could reduce the value of the existing stockholders' stockholders equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.