Common use of Exempt Transaction Clause in Contracts

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's ------------------ representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Warrantholder's right to purchase such Preferred Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Capital Stock upon exercise of this AgreementWarrant, and and, if applicable, the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the WarrantholderXxxxxx’s representations in Section 1011, the issuance of the Preferred Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Warrant Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Preferred Warrant Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, ; and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Preferred Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the WarrantholderHolder’s representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion exercise of the Preferred Stock, this Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, 1933 Act in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 1011, the issuance of the Series C Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Series C Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock shares of the Class upon exercise of this AgreementAgreement (and, and if applicable, the issuance of the Common Stock upon conversion of the Preferred Stocksuch shares), will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, 1933 Act in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred StockWarrant, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 1010 and compliance with its obligations in Section 11, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the WarrantholderHolder’s representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion exercise of the Preferred Stock, this Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to and in reliance on the accuracy of the Warrantholder’s 's representations in Section 109, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion exercise of the Preferred Stock, this Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations set forth in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the WarrantholderXxxxxx’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreementthe Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, if applicable, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute Agreement constitutes a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred shares of Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.. (f)

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's ------------------ representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from from: (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations set forth in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a a. transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Warrantholder's right to purchase such Preferred Stock upon conversion of the Preferred Stock, will each constitute a transaction transactions exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.from

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations 's representation in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.the

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10I 0, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion exercise of the Preferred Stock, this Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws, in each case, pursuant to applicable laws and regulations in effect as of the Effective Date.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Stock will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Series A-2 Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, Securities Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the truth and accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of such Preferred Stock in accordance with the Preferred StockCharter, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder’s 's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereofthereof or upon Regulation D promulgated thereunder, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.. ​ ​

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Preferred Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.. (e)

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i1) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations set forth in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreementthe Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.)

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the WarrantholderHxxxxx’s representations in Section 1011, the issuance of the Preferred Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the WarrantholderHxxxxx’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 1011 hereof, the issuance of the Series A Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Series A Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 1010 hereof both now and at the time of each exercise of this Warrant Agreement, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Preferred Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s Holder's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion exercise of the Preferred Stock, this Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, 1933 Act in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion exercise of the Preferred Stock, this Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 1010 hereof, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification qualifi cation requirements of the applicable state securities laws.