Common use of Offerees Clause in Contracts

Offerees. Neither the Company nor anyone acting on its behalf has sold, offered or solicited offers to buy any securities of the Company so as to bring the offer, issuance or sale of the Series B Shares or the Conversion Shares, as contemplated by this Agreement, within the provisions of Section 5 of the 1933 Act, unless such offer, issuance or sale was within the exemptions of the 1933 Act. Assuming the accuracy of the representations of the Purchasers in Section 4 below, the Company has complied with all Securities Laws in connection with the issuance and sale of the Series B Shares.

Offerees. Neither the Company nor anyone acting on its behalf has sold, offered or solicited offers to buy any securities of the Company so as to bring the offer, issuance or sale of the Series B D Shares or the Conversion Shares, as contemplated by this Agreement, within the provisions of Section 5 of the 1933 Act, unless such offer, issuance or sale was within the exemptions of the 1933 Act. Assuming the accuracy of the representations of the Purchasers in Section 4 below, the Company has complied with all Securities Laws in connection with the issuance and sale of the Series B D Shares.

Offerees. Neither the Company nor anyone acting on its behalf has sold, offered or solicited offers to buy any securities of the Company so as to bring the offer, issuance or sale of the Series B C Shares or the Conversion Shares, as contemplated by this Agreement, within the provisions of Section 5 of the 1933 Act, unless such offer, issuance or sale was within the exemptions of the 1933 Act. Assuming the accuracy of the representations of the Purchasers Purchaser in Section 4 below, the Company has complied with all Securities Laws in connection with the issuance and sale of the Series B C Shares.