Common use of No Integrated Offering Clause in Contracts

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would prevent the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent be reasonably likely to adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent require registration of the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the registration Shares under the Securities Act pursuant or cause this offering of the Shares to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each PurchaserAct or any applicable stockholder approval provisions.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person or entity acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Purchased Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would prevent the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither of the Company, nor Company or any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Section 4(a)(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Shares under the Securities Act pursuant or cause this offering of the Shares to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor nor, to its knowledge, any of its affiliates, nor any person affiliates or other Person acting on its or their behalfthe Company’s behalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances that would prevent cause the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the registration under Offering of the Securities Act pursuant to be integrated with prior offerings by the provisions Company for purposes of Regulation D. The transactions contemplated hereby are the Securities Act, when integration would cause the Offering not to be exempt from the registration requirements of Section 5 of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Securities under the Securities Act pursuant to or would be integrated under the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each PurchaserNasdaq Marketplace Rules.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent require registration of the parties hereto from consummating Convertible Debentures, the transactions contemplated hereby pursuant to an exemption from Warrants, the registration Warrant Shares or the Conversion Shares under the Securities Act pursuant or cause this offering of the Convertible Debentures, the Warrants, the Warrant Shares or the Conversion Shares to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, Subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person or entity acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither of the Company, nor any of its affiliates, nor Company or any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Section 4(a)(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Securities under the Securities Act pursuant or cause this offering of the Securities to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any affiliate of its affiliatesthe Company, nor nor, to the Company’s knowledge any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent cause this Offering to be integrated with prior offerings by the parties hereto from consummating the transactions contemplated hereby pursuant Company in such a manner that would subject this Offering to an exemption from the registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of section 5 of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Purchased Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would prevent the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.D.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person individual or entity acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would prevent the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.4.16

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Section 4(2) of the transactions contemplated hereby pursuant to an Securities Act for the exemption from the registration requirements imposed under Section 5 of the Securities Act for the transactions contemplated by this Agreement or the other Transaction Documents or would require such registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 3(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, Subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Closing Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company nor, to the knowledge of the Company, nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, or otherwise taken any action or abstained from taking any action, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) and/or Regulation D for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, Subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security of the Company or solicited any offers to buy any security of the Company, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Regulation D for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither None of the Company, nor any of its affiliates, nor subsidiaries or any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security of the Company or any of its subsidiaries, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Section 4(a)(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Shares under the Securities Act pursuant or cause this offering of the Shares to be integrated with prior offerings by the provisions Company or any of Regulation D. The transactions contemplated hereby are exempt from the registration requirements its subsidiaries for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Regulation D or Section 4(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration of any Shares under the Securities Act pursuant to or would be integrated under the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each PurchaserNASDAQ Marketplace Rules.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to or would be integrated under the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each PurchaserNasdaq Marketplace Rules.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Purchased Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Placement Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, other than pursuant to this Agreement, under circumstances that would prevent require the parties hereto from consummating offering of such other securities to be integrated with the transactions contemplated hereby pursuant shares of Common Stock to an exemption from the registration be issued under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaserthis Agreement.

No Integrated Offering. Neither of the Company, nor Company or any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Regulation D, Regulation S or Section 4(a)(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Securities under the Securities Act pursuant or cause this offering of the Securities to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor to the Company’s Knowledge any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) of the 1933 Act for the exemption from consummating the registration requirements imposed under Section 5 of the 1933 Act for the transactions contemplated hereby pursuant to an exemption from the or that would require such registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor its Affiliates nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) and Regulation D for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers offerers to buy any security under circumstances that would prevent require registration of the parties hereto from consummating the transactions contemplated Securities being offered hereby pursuant to an exemption from the registration under the Securities Act pursuant or cause this offering of Securities to be integrated with any prior offering of the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each PurchaserAct or any applicable shareholder approval provisions.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, including, without limitation, the Convertible Notes, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates---------------------- Affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities 1933 Act of the offer and sale of the Shares pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaserthis Agreement.

No Integrated Offering. Neither of the Company, nor any of its affiliates, affiliates nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Section 4(a)(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Shares under the Securities Act pursuant or cause this offering of the Shares to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) and Regulation D for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor its subsidiary nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) and Regulation D for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither Except as otherwise permitted in this Agreement, none of the Company, nor its Subsidiaries or any of its affiliatestheir Affiliates (as defined below) or, nor to the Knowledge of the Company, any person Person acting on its or their behalf, has has, directly or indirectly indirectly, made any offers offer or sales sale of any security or solicited any offers to buy any security security, under circumstances that would prevent require registration of the parties hereto from consummating issuance of any of the transactions contemplated hereby pursuant to an exemption from the registration Purchase Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaserwhether through integration with prior offerings or otherwise.

No Integrated Offering. Neither of the Company, nor Company or any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Section 4(a)(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Securities under the Securities Act pursuant or cause this offering of the Securities to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) and Regulation D for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaserhereby.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Placement Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the hereby, or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaseror would require a Shareholder vote under applicable Nasdaq rules.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements offer or sale of the Securities to the Investors under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent cause this offering of the parties hereto from consummating Shares to be integrated with prior offerings by the transactions contemplated hereby pursuant to an exemption from the registration under Company for purposes of the Securities Act pursuant to or any applicable shareholder approval provisions, including, without limitation, under the provisions rules and regulations of Regulation D. The transactions contemplated hereby are exempt from the registration requirements any exchange or automated quotation system on which any of the Securities Act, assuming the accuracy securities of the representations and warranties herein contained of each PurchaserCompany are listed or designated.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Notes, the Warrants, the Conversion Shares, the Payment Shares or the Warrant Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither None of the Company, nor the Seller or any of its affiliatestheir respective Affiliates, nor any person Person acting on its or their behalfbehalf of any them has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Purchased Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor its Subsidiary nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Parent nor any of its affiliatestheir respective Affiliates, nor any person Person acting on its or any of their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company or Parent security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company and Parent on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, affiliates nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, at any time since June 1, 1999, made any offers offer or sales of any security or solicited any offers to buy any security under circumstances that would prevent eliminate the parties hereto from consummating availability of the transactions contemplated hereby pursuant to an exemption from the registration under Section 4(2) of the Securities Act pursuant to in connection with the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements offer and sale of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each PurchaserShares as contemplated hereby.

No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) and Regulation D for the exemption from consummating registration for the transactions transaction contemplated hereby pursuant to an exemption from or would require registration of the registration Purchased Stock under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, other than pursuant to this Agreement, under circumstances that would prevent require registration of the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the registration Common Stock under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.. SECTION 5

No Integrated Offering. Neither the Company nor, to the Company’s knowledge, nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) under the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) and Regulation D for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Closing Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent require registration of the parties hereto from consummating Convertible Notes, the transactions contemplated hereby pursuant to an exemption from Warrants, the registration Warrant Shares or the Conversion Shares under the Securities Act pursuant or cause this offering of the Convertible Notes, the Warrants, the Warrant Shares or the Conversion Shares to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, Company nor any person or entity acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Common Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither of the Company, nor Company or any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Regulation D, Regulation S or Section 4(a)(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Shares under the Securities Act pursuant or cause this offering of the Shares to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, including, without limitation, the Convertible Notes, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming under the accuracy of the representations and warranties herein contained of each Purchaser1933 Xxx.

No Integrated Offering. Neither None of the Company, nor any of its affiliates, nor affiliates or any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Section 4(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Warrants under the Securities Act pursuant or cause this offering of the Warrants to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities ActAct or any applicable stockholder approval provisions, assuming including under the accuracy rules and regulations of the representations and warranties herein contained of each PurchaserPrincipal Market.

No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) and Regulation D for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Placement Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) and Regulation D for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, Company nor any person or entity acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration First Closing Shares or the Second Closing Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any affiliate of its affiliatesthe Company, nor nor, to the Company’s knowledge any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent cause this offering of the parties hereto from consummating Shares to be integrated with prior offerings by the transactions contemplated hereby pursuant Company in such a manner that would subject this offering to an exemption from the registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of section 5 of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates---------------------- Affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming under the accuracy of the representations and warranties herein contained of each Purchaser0000 Xxx.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.. 11

No Integrated Offering. Neither of the Company, nor any of its affiliates, affiliates nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Section 4(a)(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Securities under the Securities Act pursuant or cause this offering of the Securities to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act and which, as a result of such integration, would prevent the parties hereto Company from consummating selling the transactions contemplated hereby Securities pursuant to an exemption from the registration Regulation D and Rule 506 thereof under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither of the Company, nor Company or any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security of the Company or any of its Subsidiaries, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Section 4(a)(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Shares under the Securities Act pursuant or cause this offering of the Shares to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company or any Person acting on its behalf for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of in any security or solicited any offers to buy any security under circumstances that would prevent the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the require registration under the Securities Act pursuant of the issuance of the Shares to the provisions of Regulation D. Purchasers. The transactions contemplated hereby are exempt from the registration requirements issuance of the Securities Act, assuming Shares to the accuracy of the representations and warranties herein contained of each Purchaser.Purchasers will not be

No Integrated Offering. Neither the Company, nor any of its affiliates, nor to its knowledge any person acting on its or their behalfbehalf (other than the Investors, has as to whom the Company makes no representation) has, directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent require registration of the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor any to the knowledge of its affiliatesthe Company, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would prevent require registration of the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person or entity acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) or Regulation D of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Debentures or the Underlying Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto by the Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities under the 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from the or would require registration under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming under the accuracy 1933 Act or any applicable shareholder approval provisions of any trading market on which any of the representations and warranties herein contained securities of each Purchaserthe Company are listed or designated (each, a “Trading Market”).

No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration for the registration issuance of the Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person or entity acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Securities under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) of the Securities Act for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares or the Warrants under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliates, Subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(a)(2) for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, nor nor, to its knowledge, any of its affiliates, nor any affiliates or other person acting on its or their behalfthe Company’s behalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances that would prevent cause the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from the registration under Offering of the Securities Act pursuant to be integrated with prior offerings by the provisions Company for purposes of Regulation D. The transactions contemplated hereby are the Securities Act, when integration would cause the Offering not to be exempt from the registration requirements of Section 5 of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any Company security or solicited any offers to buy any security security, under circumstances that would prevent adversely affect reliance by the parties hereto Company on Section 4(2) or Rule 506 of Regulation D for the exemption from consummating registration for the transactions contemplated hereby pursuant to an exemption from or would require registration of the registration Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities 1933 Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither of the Company, Company nor any of its affiliatessubsidiaries, nor officers, directors, any person acting on its or their behalf, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security Company security, under circumstances that would prevent adversely affect reliance by the parties hereto from consummating Company on Section 4(a)(2) of the transactions contemplated hereby pursuant to an exemption from Securities Act or require registration of any of the registration Shares under the Securities Act pursuant or cause this offering of the Shares to be integrated with prior offerings by the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements Company for purposes of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.. 4.30