Common use of No Integration Clause in Contracts

No Integration. 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 offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under the Securities Act.

No Integration. Neither None of the Company, nor Company or any of its affiliates, nor any person acting on its or their behalf subsidiaries has, directly or indirectlythrough any agent, made any offers or sales of any security or sold, offered for sale, solicited any offers to buy or otherwise negotiated in respect of, any “security, under circumstances ” (as defined in the Securities Act) that would cause is or will be integrated with the offer and sale of the Placement Notes or the Conversion Shares hereunder to be integrated with prior offerings by the Company for purposes of in a manner that would require registration under the Securities Act that would require of the registration of any such securities under Notes or the Securities ActConversion Shares.

No Integration. 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 offer and sale of the Placement Shares hereunder Offered Securities to be integrated with prior offerings by the Company for purposes of the Securities Act that which would require the registration of any such securities under the Securities Act.

No Integration. 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 offer and sale of the Placement Shares hereunder Securities to be integrated with prior offerings by the Company for purposes of the Securities Act that which would require the registration of any such securities under the Securities Act.

No Integration. Neither the Company, Company nor any of its affiliates, nor any person acting on its or their behalf Affiliates has, directly or indirectlythrough any agent, made any sold, offered for sale, solicited offers to buy or sales otherwise negotiated in respect of any security that is or solicited any offers to buy any security, under circumstances that would cause will be integrated with the offer and sale of the Placement Purchased Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act in a manner that would require the registration of any such securities the Purchased Shares under the Securities Act.

No Integration. Neither the Company, Company nor any of its affiliates, nor any person acting on its or their behalf Affiliates has, directly or indirectlyindirectly through any agent, made any offers or sales of any security of the Company or solicited any offers to buy any security, under circumstances security that would cause is or will be integrated with the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act in a manner that would require the such registration of any such securities under the Securities Act.

No Integration. Neither the Company, Company nor any of its affiliates, nor any person acting on its or their behalf has, affiliates has directly or indirectlyindirectly sold, made any offers or sales of any security or offered for sale, solicited any offers to buy or otherwise negotiated in respect of any “security” (as defined in the Securities Act) that is, under circumstances that or would cause be, integrated with the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes any of the Securities Act in a manner that would require the registration of the offering, issuance or sale of any such securities of the Securities under the Securities Act.

No Integration. Neither None of the Company, nor any of its affiliates, nor or any person acting on its or their behalf haswill, directly or indirectly, made any make offers or sales of any security security, or solicited any solicit offers to buy any security, under circumstances that would cause the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities the Securities under the Securities Act.

No Integration. Neither the Company, nor any of its affiliates, nor nor, to the Company’s knowledge, 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 security that would cause the offer and sale this offering of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions nor will the Company or any of its subsidiaries take any action or steps that would require cause the registration offering of any such securities under the Securities ActShares to be integrated with other offerings.

No Integration. Neither the Company, nor any of its affiliates, nor any other person acting on its or their behalf of the Company, has, directly or indirectly, made solicited any offers offer to buy, sold or sales of offered to sell any security which is or solicited any offers to buy any security, under circumstances that would cause the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under Exchange pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the SEC.

No Integration. Neither the Company, Company nor any of its affiliates, nor any person acting on its or their behalf has, affiliates has directly or indirectlyindirectly sold, made any offers or sales of any security or offered for sale, solicited any offers to buy or otherwise negotiated in respect of any “security” (as defined in the Securities Act) that is, under circumstances that or would cause be, integrated with the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes any of the Securities Act in a manner that would require the registration of any such securities under the Securities ActAct of any of the Securities.

No Integration. 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 offer and sale of the Placement Shares hereunder Offered Securities to be integrated with prior offerings by the Company for purposes of the Securities Act that which would require the registration of any such securities under the Securities Act.

No Integration. Neither None of the Company, nor any of its affiliates, nor or any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security security, or solicited any offers to buy any security, under circumstances that would cause the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities the Securities under the Securities Act.

No Integration. Neither the Company, Company nor any of its affiliates, nor any person acting on its or their behalf affiliates has, directly or indirectlythrough any agent, made any sold, offered for sale, solicited offers to buy or sales otherwise negotiated in respect of any security that is or solicited any offers to buy any security, under circumstances that would cause will be integrated with the offer and sale of the Placement Purchased Shares hereunder to be integrated with prior offerings by or the Company for purposes of the Securities Act Conversion Shares in a manner that would require the registration of any such securities the Purchased Shares or the Conversion Shares under the Securities Act.

No Integration. 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 offer and sale of the Placement Offered Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that which would require the registration of any such securities under the Securities Act.

No Integration. Neither None of the Company, nor any of its affiliatesAffiliates, nor or any person acting on its or any of their behalf has, directly or indirectly, made solicited any offers offer to buy, sold or sales of offered to sell any security which is or solicited any offers to buy any security, under circumstances would be integrated with the sale of the Notes in a manner that would cause require the offer and sale of the Placement Shares hereunder Securities to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities registered under the Securities Act.

No Integration. Neither the Company, nor any of its affiliates, nor nor, to the Company's knowledge, 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 security that would cause the offer and sale this offering of the Placement Shares hereunder Warrants to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions nor will the Company or any of its subsidiaries take any action or steps that would require cause the registration offering of any such securities under the Securities ActWarrants to be integrated with other offerings.

No Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of in any security or solicited any offers to buy any security, security under circumstances that would cause require registration under the offer and sale Securities Act of the Placement Shares hereunder issuance of the Notes to the Subscriber. The issuance of the Notes to the Subscriber will not be integrated with prior offerings by any other issuance of the Company for purposes Company’s securities (past, current or future) such that the offering of the Notes would require registration under the Securities Act that or would require the registration of any such securities under the Securities Actshareholder approval.

No Integration. Neither the Company, nor any of its affiliatesAffiliates, 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 offer and sale of the Placement Shares hares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under the Securities Act.

No Integration. Neither the Company, Company nor any of its affiliates, nor any person acting on its or their behalf affiliates has, directly or indirectlythrough any agent, made any offers or sales of any security or sold, offered for sale, solicited any offers to buy or otherwise negotiated in respect of, any securitysecurity (as defined in the Securities Act), under circumstances that would cause the offer and sale of the Placement Shares hereunder to is or will be integrated with prior offerings by the Company for purposes Exchange or the Subscription in a manner that would require registration of the Securities Act that would require the registration of any such securities under the Securities Act.

No Integration. Neither the Company, nor any of its affiliatesthe Subsidiary, nor any person acting on its of their respective subsidiaries or their behalf hasAffiliates have, directly or indirectlyindirectly through any agent, made any offers or sales of any security or sold, offered for sale, solicited any offers to buy or otherwise negotiated in respect of, any “security, under circumstances ” (as defined in the Securities Act) that would cause is or will be integrated with the offer and sale of the Placement Purchased Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act in a manner that would require the registration of any such securities under the Securities Act.

No Integration. 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 offer and sale this offering of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration or any applicable shareholder approval provisions of any such trading market on which any of the securities under of the Securities ActCompany are listed or designated.

No Integration. Neither None of the Company, nor any of its affiliates, nor Subsidiaries or any person 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 securitysecurity of the Company or any of its Subsidiaries, under circumstances that would cause adversely affect reliance by the offer and sale Company on Section 4(a)(2) of the Placement Securities Act or require registration of any of the Shares hereunder under the Securities Act or cause this offering of the Shares to be integrated with prior offerings by the Company or any of its Subsidiaries for purposes of the Securities Act that would require the registration of any such securities under the Securities Act.

No Integration. Neither the Company, Company nor any of its affiliates, nor any person acting on its or their behalf affiliates has, directly or indirectlythrough any agent, made any sold, offered for sale, solicited offers to buy or sales otherwise negotiated in respect of any security that is or solicited any offers to buy any security, under circumstances that would cause will be integrated with the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes Securities in a manner that would require registration of the Securities Act that would require the registration of any such securities under the Securities Act.

No Integration. Neither the Company, Company nor any of its affiliates, nor any person acting on its or their behalf hasAffiliates have, directly or indirectlyindirectly through any agent, made any offers or sales of any security or sold, offered for sale, solicited any offers to buy or otherwise negotiated in respect of, any “security, under circumstances ” (as defined in the Securities Act) that would cause is or will be integrated with the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act in a manner that would require the registration of any such securities under the Securities Act.

No Integration. Neither None of the Company, nor or any of its affiliates, nor any other person acting on its or their behalf of the Company, has, directly or indirectly, made solicited any offers offer to buy, sold or sales of offered to sell any security which is or solicited any offers to buy any security, under circumstances that would cause the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under Transactions pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the SEC.

No Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of in any security or solicited any offers to buy any security, security under circumstances that would cause require registration under the offer and sale Securities Act of the Placement Shares hereunder to issuance of the Note. The issuance of the Note will not be integrated with prior offerings by any other issuance of the Company for purposes Company’s securities (past, current or future) such that the offering of the Note would require registration under the Securities Act that or would require the registration of any such securities under the Securities Actshareholder approval.

No Integration. Neither None of the Company, nor any of its affiliates, nor or any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security security, or solicited any offers to buy any security, under circumstances that would cause the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities the Securities or the Underlying Shares under the Securities Act.

No Integration. Neither the Company, nor any of its affiliates, nor nor, to the Company’s knowledge, 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 security that would cause the offer and sale this offering of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions nor will the Company or any of its Subsidiaries take any action or steps that would require cause the registration offering of any such securities under the Securities ActShares to be integrated with other offerings.