Common use of Securities Act of 1933 Clause in Contracts

Securities Act of 1933. The Company has complied and will comply with all applicable federal or state securities laws in connection with the issuance and sale of the Purchased Shares. Neither the Company nor anyone acting on its behalf has offered or will offer to sell the Purchased Shares or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Shares under the registration provisions of the Securities Act.

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased Shares. Neither the Company nor anyone acting on its behalf has offered or will sell, offer to sell or solicit offers to buy the Purchased Shares or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Shares under the registration provisions of the Securities ActAct and applicable state securities laws.

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased Shares. Neither the Company nor anyone acting on its behalf has offered or will sell, offer to sell the Purchased Shares or similar securities tosolicit offers to buy Shares, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Shares under the registration provisions of the Securities ActAct and applicable state securities laws.

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased SharesPreferred Shares hereunder. Neither the Company nor anyone acting on its behalf has offered or will sell, offer to sell or solicit offers to buy the Purchased Preferred Shares or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Preferred Shares under the registration provisions of the Securities ActAct and applicable state securities laws.

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased SharesShares of Common Stock. Neither the Company nor anyone acting on its behalf has offered or will sell, offer to sell or solicit offers to buy the Purchased Shares or similar securities toof Common Stock, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Personperson, so as to bring the issuance and sale of the Purchased Shares of Common Stock under the registration provisions of the Securities ActAct and applicable state securities laws.

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased SharesUnits hereunder. Neither the Company nor anyone acting on its behalf has offered or will sell, offer to sell or solicit offers to buy the Purchased Shares Units or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Shares Units under the registration provisions of the Securities ActAct and applicable state securities laws.

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased Shares. Neither Prior to the Closing, neither the Company nor anyone acting on its behalf has sold, offered or will offer to sell or solicited offers to buy the Purchased Shares or similar securities to, or solicit offers with respect thereto from, or enter entered into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Shares under the registration provisions of the Securities Act, and applicable state securities laws.

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased SharesShares hereunder. Neither the Company nor anyone acting on its behalf has offered or will sell, offer to sell or solicit offers to buy the Purchased Shares or similar securities toShares, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Shares under the registration provisions of the Securities ActAct and applicable state securities laws.

Securities Act of 1933. The Company has complied and will comply ---------------------- with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased Shares. Neither the Company nor anyone acting on its behalf has offered or will sell, offer to sell or solicit offers to buy the Purchased Shares or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Shares under the registration provisions of the Securities ActAct and applicable state securities laws.

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased SharesCommon Shares hereunder. Neither the Company nor anyone acting on its behalf has offered or will sell, offer to sell or solicit offers to buy the Purchased Common Shares or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Common Shares under the registration provisions of the Securities ActAct and applicable state securities laws.

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the issuance and sale of the Purchased Shares. Neither the Company nor anyone acting on its behalf has offered or will offer to sell the Purchased Shares Shares, or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Shares under the registration provisions of the Securities Act of 1933, as amended (the "Securities Act").

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased SharesNote and the Shares hereunder. Neither the Company nor anyone acting on its behalf has offered or will sell, offer to sell or solicit offers to buy the Purchased Shares Note or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Shares Note under the registration provisions of the Securities ActAct and applicable state securities laws.

Securities Act of 1933. The Assuming the accuracy of the representations of the Purchaser set forth in Section 2.2 hereof, the Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased SharesShares hereunder. Neither the Company nor anyone any of its affiliates, nor any person acting on its behalf or their behalf, has offered engaged in any form of general solicitation or will offer to sell general advertising (within the Purchased Shares or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale meaning of the Purchased Shares Regulation D under the registration provisions of the Securities Act) in connection with the offer or sale of any of the shares of Common Stock.

Securities Act of 1933. The Company has complied and will ----------------------- comply with all applicable federal or state securities laws in connection with the issuance and sale of the Purchased Shares. Neither the Company nor anyone acting on its behalf has offered or will offer to sell the Purchased Shares or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the issuance and sale of the Purchased Shares under the registration provisions of the Securities Act.

Securities Act of 1933. The Company has complied and will comply with all applicable federal or and state securities laws in connection with the offer, issuance and sale of the Purchased SharesSecurities hereunder. Neither the Company nor anyone acting on its behalf has offered or will sell, offer to sell the Purchased Shares or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, to buy the Securities so as to bring the issuance and sale of the Purchased Shares Securities under the registration provisions of the Securities ActAct and applicable state securities laws.