Common use of Exchange Only Clause in Contracts

Exchange Only. The Investor is a current holder of Securities and has not provided any consideration to the Company for the Series C-1 received in the Exchange other than the Securities. Each Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Series C-1 issued in the Exchange may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) pursuant to Rule 144, or (C) pursuant to another exemption from registration under the Securities Act, including but not limited to Section 3(a)(9) thereunder.

Exchange Only. The Investor is a current holder of Securities and has not provided any consideration to the Company for the Series C-1 D Preferred Stock received in the Exchange other than the Securities. Each Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Series C-1 D Preferred Stock issued in the Exchange may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) pursuant to Rule 144, or (C) pursuant to another exemption from registration under the Securities Act, including but not limited to Section 3(a)(9) thereunder.

Exchange Only. The Investor is a current holder of Securities and has not provided any consideration to the Company for the Series C-1 received in the Exchange other than the Securities. Each Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Series C-1 New Securities issued in the Exchange may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) pursuant to Rule 144, or (C) pursuant to another exemption from registration under the Securities Act, including but not limited to Section 3(a)(9) thereunder.

Exchange Only. The Investor Holder is a current holder of Securities and has not provided any consideration to the Company for the Series C-1 Exchanged Securities received in the Exchange other than the Securities. Each Investor The Holder understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Series C-1 Exchanged Securities issued in the Exchange may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) pursuant to Rule 144, or (C) pursuant to another exemption from registration under the Securities Act, including but not limited to Section 3(a)(9) thereunder.

Exchange Only. The Investor is a current holder of Securities and has not provided any consideration to the Company for the Series C-1 C-2 received in the Exchange other than the Securities. Each Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Series C-1 C-2 issued in the Exchange may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) pursuant to Rule 144, or (C) pursuant to another exemption from registration under the Securities Act, including but not limited to Section 3(a)(9) thereunder.