Common use of Private Placement Clause in Contracts

Private Placement. Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act. The issuance and sale of the Shares does not contravene the rules and regulations of Nasdaq.

Private Placement. Assuming the accuracy of the Investors’ representations and warranties of the Investors set forth in Section 5 4 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the Investors’ representations and warranties of the Investors set forth in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 Article 4 hereof, the offer offer, issuance and sale of the Securities to the Investors as contemplated hereby is are exempt from the registration requirements of the 1933 Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors contained in Section 5 hereofhereof and compliance by the Investors with the terms of the Transaction Documents, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the Investor’s representations and warranties of the Investors in Section 5 hereofof this Agreement, the offer and sale of the Securities to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors contained in Section 5 6 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act. The issuance and sale of the Shares does not contravene the rules and regulations of NASDAQ.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors each Investor set forth in Section 5 hereof, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, and in reliance thereon, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Securities Act.

Private Placement. Assuming Subject to the accuracy of the each Investor’s representations and warranties of the Investors in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors Investment Representations (as defined in Section 5 hereof6.2(a) of this Agreement), the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors Investor contained in Section 5 hereofhereof and compliance by the Investor with the terms of the Transaction Documents, the offer and sale of the Securities to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, and in reliance thereon, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors Investor set forth in Section 5 4 hereof, the offer and sale of the Securities to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the Investors’ representations and warranties of the Investors in Section 5 hereofof this Agreement, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act. The issuance and sale of the shares does not contravene the rules and regulations of Nasdaq.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors contained in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors Investment Representations (as defined in Section 5 hereof6.2(a) of this Agreement), the offer and sale of the Securities to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Closing Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities Units to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act. The issuance and sale of the Shares does not contravene the rules and regulations of NASDAQ.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereofof this Agreement, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors each Investor set forth in Section 5 hereofhereof and the satisfaction by each Investor of its obligation hereunder, the offer and sale of the Securities to the Investors each Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the Investor’s representations and warranties of the Investors set forth in Section 5 4 hereof, the offer and sale of the Securities to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors Investor in Section 5 hereof5, the offer and sale of the Securities Shares to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.Act and is being made pursuant to the exemption afforded by Regulation S. The Company agrees not to register any transfer of the Shares not made in accordance with the provisions of Regulation S.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is are exempt from the registration requirements of the 1933 ActAct and will not require the publication of a prospectus by the Company under FSMA and the UK Prospectus Regulation. The issuance and sale of the Securities do not contravene the rules and regulations of Nasdaq.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors in Section 5 hereof5, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors each Investor set forth in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors contained in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the Investors' representations and warranties of the Investors in Section 5 hereofof this Agreement, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors each Investor in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 ActAct and is being made pursuant to the exemption afforded by Section 4(2) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder.

Private Placement. Assuming the truth and accuracy of the Investors’ representations and warranties of the Investors set forth in Section 5 hereof4 of this Agreement, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the each Investor’s representations and warranties of the Investors set forth in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the each Investor's representations and warranties of the Investors in Section 5 hereof, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Securities Act.

Private Placement. Assuming the accuracy of the Investors' representations and warranties of the Investors in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof6, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors contained in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt made in reliance upon available exemptions from the registration requirements of the 1933 Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors contained in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors contained in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors each Investor set forth in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is are exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors contained in Section 5 hereof, the offer and sale of the Securities Purchased Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 Sections 5.3 and 5.9 hereof, the he offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is are exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors Investor set forth in Section 5 hereof6, and in reliance thereon, the offer offer, sale and sale issuance of the Securities Shares to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 ActSecurities Act and from the qualification or registration requirements of applicable state securities laws.

Private Placement. Assuming the accuracy of the ----------------- Investors' representations and warranties of the Investors as set forth in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the truth and accuracy of the representations and warranties of the Investors in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors each Investor contained in Section 5 hereof, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors contained in Section 5 hereof5, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors contained in Section 5 6 hereof, the offer and sale issuance of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the Investors' representations and warranties of the Investors in Section 5 hereofbelow, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Closing Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act pursuant to Section (4)(a)(2) of the 1933 Act and Rule 506 under the 1933 Act.. 4.23

Private Placement. Assuming the truth and accuracy of the representations representation and warranties of the Investors set forth in Section 5 hereofSections 5.1 through 5.13, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of Based in part upon the representations and warranties of the Investors set forth in Section 5 hereofof this Agreement, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors contained in Section 5 hereofhereof are true and complete, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy As of the date hereof, in reliance on the Investors’ representations and warranties of the Investors set forth in Section 5 hereof4, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of made by the Investors set forth in Section 5 6 hereof, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 Sections 5.1 through 5.12 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors Investor set forth in Section 5 4 hereof, the offer and sale of the Securities Shares and Conversion Shares to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, and in reliance thereon, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of made by the Investors set forth in Section 5 hereof, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the Investors’ representations and warranties of the Investors set forth in Section 5 5.1 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors Investor set forth in Section 5 hereof4 hereof (the “Investment Representations”), the offer and sale of the Securities Shares to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereof, the The offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act, assuming the representations of the Investors in Section 5 are true.

Private Placement. Assuming the accuracy of the Investors' representations and warranties of the Investors in Section 5 hereofbelow, the offer and sale of the Securities Shares and the Warrants to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the Investor' representations and warranties of the Investors in Section 5 hereofof this Agreement, the offer and sale of the Securities to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, and in reliance thereon the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the each Investor’s representations and warranties of the Investors in Section 5 hereof, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereofArticle 5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors Investor set forth in Section 5 hereof5, the offer and sale of the Securities Note to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the truth and accuracy of the Investors' representations and warranties of the Investors set forth in Section 5 hereof4 of this Agreement, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act. The issuance and sale of the shares does not contravene the rules and regulations of NYSE.

Private Placement. Assuming the accuracy of the Investors’ representations and warranties of the Investors in Section 5 hereof5, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 ActAct and applicable state securities laws.

Private Placement. Assuming the accuracy of the Investor's representations and warranties of the Investors set forth in Section 5 hereofhereof and, the offer and sale of the Securities to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities Pre-Funded Warrants to the Investors and the exercise of the Pre-Funded Warrants as contemplated hereby is are exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the ------------------ representations and warranties of the Investors set forth in Section 5 hereofhereto, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors investors set forth in Section 5 hereof, the offer and sale of the Securities to the Investors Purchasers as contemplated hereby is exempt from the registration requirements of the 1933 Securities Act.

Private Placement. Assuming Subject to the accuracy of the Investors’ representations and warranties of the Investors set forth in Section 5 hereof, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors in under Section 5 hereofare accurate, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the ----------------- representations and warranties of the Investors in Section 5 hereofof this Agreement, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 ActAct pursuant to Section (4)(a)(2).

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Closing Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act pursuant to Section (4)(a)(2) of the 1933 Act and Rule 506 under the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors contained in Section 5 hereof4 hereof and the conduct of the Placement Agent, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof4, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 ActAct pursuant to Section (4)(a)(2).

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Investors Investor set forth in Section 5 hereof, the offer and sale of the Securities Shares to the Investors Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the Investors’ representations and warranties of the Investors in Section 5 hereofof this Agreement, the offer and sale of the Securities Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors Investor set forth in Section 5 hereof5, the offer and sale of the Securities Shares to the Investors Investor as contemplated hereby is are exempt from the registration requirements of the 1933 ActAct pursuant to Section (4)(a)(2). The issuance and sale of the Shares, as contemplated hereby, do not contravene the rules and regulations of the Trading Markets.

Private Placement. Assuming the truth and accuracy of the Investors’ representations and warranties of the Investors set forth in Section 5 hereofof this Agreement, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of that the representations and warranties of the Investors in Section 5 hereofhereof are true and accurate, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of (i) the Investors contained in Section 5 6 hereof and (ii) the Foreign Investor contained in Section 7 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors investors set forth in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof5, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act. The issuance and sale of the Securities does not contravene the rules and regulations of NYSE.