Common use of No Public Sale or Distribution Clause in Contracts

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Purchased Shares and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer Xxxxx does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this AgreementAs used herein, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes its Commitment Shares, Note and the Warrants and (ii) upon conversion of the Notes and exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion issuance of the Conversion Shares pursuant to the terms of the Notes and upon exercise of the Warrants will acquire the Conversion Shares issuable pursuant to the terms of the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes its Note, Commitment Shares and the Warrants and (ii) upon conversion of the Notes and exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants its Purchased Securities, and (ii) upon conversion of the Notes and exercise of the Warrants of, or otherwise in accordance with, its Purchased Securities will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Underlying Shares issuable upon exercise of the Warrantsthereof, or otherwise in accordance therewith, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and Warrants, (ii) upon conversion of the Notes will acquire the In-Kind Payment Shares and (iii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants its Note, and (ii) upon conversion of the Notes and exercise of the Warrants its Note will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsconversion thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 ActAct and in accordance with any applicable securities laws of any state of the United States; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from the registration requirements under the 1933 Act. Such Buyer is acquiring Act and in accordance with any applicable securities laws of any state of the Securities hereunder in the ordinary course of its businessUnited States. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants its Series A Warrants, and (ii) upon conversion of the Notes and exercise of its Series A Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Series A Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Series A Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Preferred Shares and the Warrants and Warrants, (ii) upon conversion of the Notes and exercise of the Warrants Preferred Shares will acquire the Conversion Shares issuable and (iii) upon exercise of the Warrants (other than pursuant to a cashless exercise (as set forth in the Notes and Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer Holder is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares Units issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer Holder does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer Holder is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Holder does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a any government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and Upon exercise of the Call Right, such Investor is acquiring the New Warrants, and upon exercise of the New Warrants (other than pursuant to a Cashless Exercise (as defined in the New Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the New Warrant Shares issuable upon exercise of the New Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the “1933 Act”); provided, however, that by making the representations herein, such Buyer each of the Investors does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer Investors is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Investor does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this AgreementAs used herein, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such The Buyer is (i) is acquiring the Notes Note, Shares and the Warrants and (ii) upon conversion of the Notes and exercise Shares or exercise, subject to approval of the Company’s stockholders, of the Warrants will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsconversion thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such the Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act0000 Xxx. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer Investor is (i) acquiring the Notes New Warrants, and the Warrants and (ii) upon conversion of the Notes and exercise of the New Warrants (other than pursuant to a Cashless Exercise (as defined in the New Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the New Warrant Shares issuable upon exercise of the New Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer each of the Investors does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer Investors is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Investor does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this AgreementAs used herein, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and Warrants, (ii) upon conversion by the Buyer of the Notes and exercise of the Warrants Notes, will acquire the Conversion Shares issuable pursuant to upon conversion of the Notes Notes, and (iii) upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 ActAct and any applicable state securities laws. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a any government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes its Common Shares and the Warrants Warrants, and (ii) upon conversion of the Notes and exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 ActAct or an available exemption from such registration requirements and in each case in accordance with any applicable state securities laws. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a any government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Preferred Shares and the Warrants and Warrants, (ii) upon conversion of the Notes and exercise of the Warrants Preferred Shares will acquire the Conversion Shares issuable and (iii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Notes and Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes its Note and the Warrants and (ii) upon conversion of the Notes and exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants its Purchased Securities, and (ii) upon conversion of the Notes and exercise of the Warrants of, or otherwise in accordance with, its Purchased Securities will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Note Shares issuable upon exercise of the Warrantsthereof, or otherwise in accordance therewith, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants its Subsequently Purchased Securities, and (ii) upon conversion of the Notes and exercise of the Warrants of, or otherwise in accordance with, its Subsequently Purchased Securities will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Subsequent Underlying Shares issuable upon exercise of the Warrantsthereof, or otherwise in accordance therewith, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants its Warrants, and (ii) upon conversion of the Notes and exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Common Shares and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this AgreementAs used herein, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants and (ii) upon conversion issuance of the Conversion Shares pursuant to the terms of the Notes and upon exercise of the Warrants will acquire the Conversion Shares issuable pursuant to the terms of the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Securities Act; provided, however, that by making the representations herein, such Buyer Bxxxx does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Securities Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity, and a government any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is Holder (i) acquiring is exchanging its Prior Securities for the Notes and the Warrants Exchange Securities, and (ii) upon conversion of the Notes and exercise of the Warrants of, or otherwise in accordance with, its Exchange Securities will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Underlying Shares issuable upon exercise of the Warrantsthereof, or otherwise in accordance therewith, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer Holder does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Holder does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such The Buyer is (i) is acquiring the Notes and the Warrants its Series D Warrants, and (ii) upon conversion of the Notes and exercise of its Series D Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Series D Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Series D Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such the Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act0000 Xxx. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes its Common Shares and the Warrants Warrants, and (ii) upon conversion of the Notes and exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants Purchased Securities, and (ii) upon conversion of the Notes and exercise of the Warrants will its Note shall acquire the Note Conversion Shares issuable pursuant to the Notes upon conversion thereof, and upon exercise of its Warrant shall acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Securities Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Securities Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer buyer is (i) acquiring the Notes and the Warrants securities and (ii) upon conversion of the Notes and exercise preferred shares (other than those issuable as a result of purchase as a result of an exchange of the Warrants notes) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares shares of company common stock issuable upon exercise of the Warrantsconversion thereof, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the securities act of 1933, as amended (the “1933 Actact”); provided, however, that by making the representations herein, such Buyer buyer does not agree to hold any of the Securities securities for any minimum or other specific term and reserves the right to dispose of the Securities securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Actact or an available exemption from such registration requirements and in each case in accordance with any applicable state securities laws. Such Buyer buyer is acquiring the Securities securities hereunder in the ordinary course of its business. Such Buyer buyer does not presently have any agreement or understanding, directly or indirectly, with any Person person (as defined below) to distribute any of the Securitiessecurities. For purposes of this Agreementagreement, "Person" “person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a any government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes its Note and the Warrants and Warrants, (ii) upon conversion of the Notes and exercise of the Warrants its Note will acquire the Conversion Shares issuable pursuant to the Notes upon conversion thereof, and (iii) upon exercise of its Warrants will acquire the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a entity, corporation, partnership, association, limited liability company, a limited liability partnership, a joint venturejoint-stock company, a corporation, a trust, an trust or unincorporated organization and a government or any department or agency thereoforganization.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Common Shares and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 ActAct after expiration of the Lock-Up Period (as defined in the Registration Rights Agreement). Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this AgreementAs used herein, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer Purchaser is (i) acquiring the Notes Preferred Shares and the Warrants Warrants, and (ii) upon conversion of the Notes Preferred Shares will acquire the Conversion Shares and upon exercise of the Warrants will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Securities Act; provided, however, that by making the representations herein, such Buyer Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of all or any part of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 ActSecurities Act and pursuant to the applicable terms of the Transaction Documents. Such Buyer Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Purchaser does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of As used in this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants its Purchased Securities, and (ii) upon conversion of the conversion, redemption, or otherwise in accordance with its Senior Convertible Notes and exercise of the Warrants will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsconversion, redemption, or otherwise in accordance with, its Senior Convertible Notes, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants and its PIPE Warrants, (ii) upon conversion of the Notes and exercise of the its PIPE Warrants will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant PIPE Preferred Shares issuable upon exercise thereof, and (iii) upon exercise of its PIPE Preferred Shares will acquire the WarrantsPIPE Conversion Shares issuable upon conversion thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the PIPE Securities for any minimum or other specific term and reserves the right to dispose of the PIPE Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesPIPE Securities in violation of applicable securities laws. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Purchased Shares and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this AgreementAs used herein, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Preferred Shares and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this AgreementAs used herein, "Person" “Person “means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such The Buyer is (i) is acquiring the Notes its Common Shares and the Warrants Warrants, and (ii) upon conversion of the Notes and exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such the Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act0000 Xxx. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Preferred Shares and the Warrants and Warrants, (ii) upon conversion of the Notes Preferred Shares will acquire the Conversion Shares and (iii) upon exercise of the Warrants will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants its Notes, and (ii) upon conversion of the Notes and exercise of the Warrants its Note will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsconversion thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, except as set forth in the Leak-Out Agreement (as defined below) of such Buyer or Section 4(y) below, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity (as defined below) or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Common Shares and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Common Shares and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this AgreementAs used herein, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants its Warrants, and (ii) upon conversion of the Notes and exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes and the Warrants its Series A-1 Warrants, and (ii) upon conversion of the Notes and exercise of its Series A-1 Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Series A-1 Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Series A-1 Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a any government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the its Notes and the Warrants Warrant, and (ii) upon conversion of the Notes and its Note or exercise of the Warrants its Warrant, will acquire the Conversion Shares issuable pursuant to the Notes and the or Warrant Shares Shares, as applicable, issuable upon conversion or exercise of (as the Warrantscase may be) thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer Holder is (i) acquiring the Notes and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a net issuance exercise as set forth in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares Units issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that that, by making the representations herein, such Buyer Holder does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer Holder is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer Holder does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) is acquiring the Notes its Common Shares and the Warrants Warrants, and (ii) upon conversion of the Notes and exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrantsthereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereofthereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the SecuritiesSecurities in violation of applicable securities laws. For purposes of this Agreement, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any Governmental Entity or any department or agency thereof.

No Public Sale or Distribution. Such Buyer is (i) acquiring the Notes Common Shares and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this AgreementAs used herein, "”Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any governmental entity or any department or agency thereof.

No Public Sale or Distribution. Such The Buyer is (i) acquiring the Notes Common Shares and the Warrants and (ii) upon conversion of the Notes and exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Conversion Shares issuable pursuant to the Notes and the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such except as otherwise set forth herein or the other Transaction Documents, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act0000 Xxx. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this AgreementAs used herein, "“Person" ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization organization, any other entity and a government any governmental entity or any department or agency thereof.