Common use of Offering of Securities Clause in Contracts

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock to be issued pursuant to this Agreement under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would subject the offering, issuance or sale of any of the Common Stock to be issued pursuant to this Agreement to be subject to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock pursuant to the transactions contemplated by this Agreement. Assuming the accuracy of the Investor’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock by the Company to the Investor.

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock Shares to be issued pursuant to this Agreement the Transaction Documents under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would subject the offering, issuance or sale of any of the Common Stock to be issued pursuant to this Agreement to be subject such securities to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock Shares pursuant to the transactions contemplated by this Agreementthe Transaction Documents. Assuming the accuracy of the Investor’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Shares by the Company to the Investor.

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock securities to be issued pursuant to this Agreement the Transaction Documents under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would might subject the offering, issuance or sale of any of the Common Stock to be issued pursuant to this Agreement to be subject such securities to the registration requirements of the Securities Act. Neither the Company nor any Person person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock Shares pursuant to the transactions contemplated by this Agreementthe Transaction Documents. Assuming the accuracy of the Investor’s Anchor Investors’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Shares by the Company to the InvestorAnchor Investors.

Offering of Securities. (i) Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock Shares to be issued pursuant to this Agreement under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would subject the offering, issuance or sale of any of the Common Stock Shares to be issued pursuant to this Agreement to be subject to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock Shares pursuant to the transactions contemplated by this Agreement. Assuming the accuracy of the Investor’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Shares by the Company to the Investor.

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock Shares to be issued pursuant to this Agreement under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would subject the offering, issuance or sale of any of the Common Stock to be issued pursuant to this Agreement to be subject such securities to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock Shares pursuant to the transactions contemplated by this Agreement. Assuming the accuracy of the Investor’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Shares by the Company to the Investor.

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock securities to be issued pursuant to this Agreement the Transaction Documents under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would might subject the offering, issuance or sale of any of the Common Stock to be issued pursuant to this Agreement to be subject such securities to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock Securities pursuant to the transactions contemplated by this Agreementthe Transaction Documents. Assuming the accuracy of the Investor’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Purchased Shares by the Company to the InvestorInvestor or of the Securities to the Additional Investors.

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock securities to be issued pursuant to this Agreement the Transaction Documents under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would might subject the offering, issuance or sale of any of the Common Stock to be issued pursuant to this Agreement to be subject such securities to the registration requirements of the Securities Act. Neither the Company nor any Person person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock Shares pursuant to the transactions contemplated by this Agreementthe Transaction Documents. Assuming the accuracy of the InvestorCapGen’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Shares by the Company to the InvestorCapGen.

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock securities to be issued pursuant to this Agreement the Transaction Documents under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would might subject the offering, issuance or sale of any of the Common Stock to be issued pursuant to this Agreement to be subject such securities to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock Shares pursuant to the transactions contemplated by this Agreementthe Transaction Documents. Assuming the accuracy of the each Investor’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Shares by the Company to the InvestorInvestors.

Offering of Securities. Neither the Company nor any Person person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock Securities to be issued pursuant to this Agreement or any other Transaction Document under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would subject the offering, issuance or sale of any of the Common Stock such Securities to be issued pursuant to this Agreement to be subject to the registration requirements of the Securities Act. Neither the Company nor any Person person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock pursuant to the transactions contemplated by this AgreementSecurities. Assuming the accuracy of the Investor’s representations and warranties set forth in this AgreementSection 2.3, no registration under the Securities Act is required for the offer and sale of the Common Stock Securities by the Company to the InvestorInvestor under this Agreement.

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock Subscribed Securities to be issued pursuant to this Agreement under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would subject the offering, issuance or sale of any of the Common Stock to be issued pursuant to this Agreement to be subject such securities to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock Subscribed Securities pursuant to the transactions contemplated by this Agreement. Assuming the accuracy of the Investor’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Subscribed Securities by the Company to the Investor.

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock securities to be issued pursuant to this Agreement the Transaction Documents under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would might subject the offering, issuance or sale of any of the Common Stock to be issued pursuant to this Agreement to be subject such securities to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock and Preferred Stock pursuant to the transactions contemplated by this Agreementthe Transaction Documents. Assuming the accuracy of the Investor’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Securities by the Company to the InvestorInvestor or of Common Stock to the Additional Investors.

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock Shares to be issued pursuant to this Agreement under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would subject the offering, issuance or sale of any of the Common Stock Shares to be issued pursuant to this Agreement to be subject to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock Shares pursuant to the transactions contemplated by this Agreement. Assuming the accuracy of the Investor’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Shares by the Company to the Investor.

Offering of Securities. Neither the Company nor any Person person acting on its behalf has taken any action (including including, any offering of any securities of the Company under circumstances which that would require the integration of such offering with the offering of any of the Common Stock Securities to be issued pursuant to this Agreement or any other Transaction Document under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which that would subject the offering, issuance or sale of any of the Common Stock such Securities to be issued pursuant to this Agreement to be subject to the registration requirements of the Securities Act. Neither the Company nor any Person person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Common Stock pursuant to the transactions contemplated by this AgreementSecurities. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 2.3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Common Stock Securities by the Company to the Investor.Investor under this Agreement. Table of Contents 17