Common use of Best Efforts Offering Clause in Contracts

Best Efforts Offering. If an Offering is on a best-efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Wxxxxxxxxx. Wxxxxxxxxx shall be a third-party beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

Best Efforts Offering. If an Offering is on a best-best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Wxxxxxxxxx. Wxxxxxxxxx {3559107.DOCX:2} 4 shall be a third-third party beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

Best Efforts Offering. If an Offering is on a best-best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and WxxxxxxxxxWainwright. Wxxxxxxxxx shall be a third-shaxx xx x xxird party beneficiary with respect to the representations, warranties, warranties and covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

Best Efforts Offering. If an Offering is on a best-best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“"Purchase Agreement”") between the Company and such investors in a form reasonably satisfactory to the Company and WxxxxxxxxxXxxxxxxxxx. Wxxxxxxxxx Xxxxxxxxxx shall be a third-third party beneficiary with respect to the representations, warranties, warranties and covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

Best Efforts Offering. If an Offering is on a best-best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and WxxxxxxxxxWaxxxxxxxx. Wxxxxxxxxx shall Waxxxxxxxx xhall be a third-third party beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

Best Efforts Offering. If an Offering is on a best-efforts best efforts’ basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Wxxxxxxxxx. Wxxxxxxxxx shall be a third-party beneficiary with respect to the representations, warranties, warranties and covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available upon reasonable notice to answer inquiries from prospective investors.

Best Efforts Offering. If an Offering is on a best-efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and WxxxxxxxxxXxxxxxxxxx. Wxxxxxxxxx Xxxxxxxxxx shall be a third-party beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

Best Efforts Offering. If an Offering is on a best-best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Wxxxxxxxxx. Wxxxxxxxxx shall be a third-third party beneficiary with respect to the representations, warranties, warranties and covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available upon reasonable notice to answer inquiries from prospective investors.

Best Efforts Offering. If an the Offering is on a best-best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and WxxxxxxxxxXxxxxxxxxx. Wxxxxxxxxx Xxxxxxxxxx shall be a third-third party beneficiary with respect to the representations, warranties, covenants, warranties covenants and closing conditions and deliverables made by the Company in any Offering Documents, including representations, warranties, covenants and closing deliverables included conditions made to any investor in the Purchase AgreementOffering . Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

Best Efforts Offering. If an the Offering is on a best-best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Wxxxxxxxxx. Wxxxxxxxxx shall be a third-third party beneficiary with respect to the representations, warranties covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables included made to any investor in the Purchase AgreementOffering . Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.