Common use of Private Placement Clause in Contracts

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Primary Market.

Private Placement. Assuming the accuracy of the Purchasers’ ' representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketMarket applicable to the Company.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.23.02, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Investors as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is not required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchasers set forth in Section 3.2Sections 3.2(b)-(f), no registration under the Securities Act is required for the offer offer, issuance and sale of the Securities by the Company to the Purchasers as contemplated herebyhereby are exempt from the registration requirements of the Securities Act. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketPrincipal Market and no shareholder approval is required for the Company to fulfill its obligations under the Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The Assuming the making and the obtaining of the Required Approvals, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Buyer’s representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyer as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Primary Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyPurchasers. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Shares hereunder does do not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Warrants and Warrant Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Shares hereunder does do not contravene the rules and regulations of the Company’s principal Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Buyer’s representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyer as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Principal Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Questionnaires, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Principal Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Debentures by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Debentures hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyhereby in accordance with the terms of the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers each Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The Subject to Stockholder Approval requirements, the issuance and sale of the Securities hereunder does will not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ each respective Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the such Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Marketany trading market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Debenture by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Debenture hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Principal Market.

Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Investors as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Investor’s representations and warranties set forth in Section 3.22.1, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Investor as contemplated hereby. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market. Neither the Company nor any person acting on the Company’s behalf has sold or offered to sell or solicited any offer to buy the Shares by means of any form of general solicitation or advertising.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company Units to the Purchasers as contemplated hereby. The issuance and sale of the Securities Units hereunder does not contravene the rules and regulations of the Trading MarketMarket applicable to the Company.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.23.2(b)-(e), (i) no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The under the Transaction Documents, and (ii) the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of each of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The Assuming the making and the obtaining of the Required Approvals, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.22.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading MarketOTC Markets, or any other market or exchange on which the Common Stock is listed or quoted for trading on the Closing Date.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does do not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Ordinary Warrants or the Ordinary Warrant Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2‎3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The Subject to receipt of the Required Approvals, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities Purchased Shares by the Company to the Purchasers as contemplated herebyPurchaser under this Agreement. The issuance and sale of the Securities Purchased Shares hereunder does not contravene the rules and regulations of the Trading MarketNASDAQ.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Notes, Warrants and Underlying Shares by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Investors as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act or other applicable securities laws is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Marketany trading market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers each Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does docs not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers ------------------ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Principal Market.

Private Placement. Assuming the accuracy of the Purchasers’ Holder’s representations and warranties set forth in Section 3.24, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Holder as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser's representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketMarket in any material respect.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Company’s Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market. Neither the Company nor any Person acting on the Company’s behalf has sold or offered to sell or solicited any offer to buy the Securities by means of any form of general solicitation or advertising.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market, provided that its approval thereof is obtained prior to the issuance of the Conversion Shares.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Unregistered Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The Subject to the Required Approvals, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Units by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Units hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.25.3, no registration under the Securities Act or any state securities laws is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketGlobal Select Market or any state securities laws.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.22.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Purchaser as contemplated herebyby this Agreement. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Notes or the Warrants by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Notes, Note Shares and the Warrants hereunder does not contravene the rules and regulations of the Trading Principal Market.

Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyers as contemplated hereby. The Except for obtaining any required approvals of the Company’s stockholders, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Principal Market.

Private Placement. Assuming the accuracy of the Purchasers’ Holder’s representations and warranties set forth in Section 3.25, no registration under the Securities Act is required for the exchange, offer and sale of the Securities by the Company to the Purchasers Holder as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The As of the date of each Closing, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ ' representations and warranties set forth in Section 3.2, no registration under the Securities Act is not required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketMarket on which any securities of the Company are listed or designated.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with this offering and sale of the Securities other than the documents of which this Agreement is a part or the SEC Reports.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires, no registration under the Securities Act is required for the offer and sale of the Securities Common Shares by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities Common Shares hereunder does not contravene the rules and regulations of the Principal Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 and except as set forth in the Registration Rights Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketPrimary Market (as defined in section 4(f) herein).

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The Subject to the Required Approvals and the Stockholder Approvals, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Debentures and Warrants by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated herebyhereby in accordance with the terms of the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, and the accuracy of the statements set forth in the certificate of the Placement Agent referenced in Section 2.2(b), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Holder’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the amendment of the Original Warrants and the offer and sale of the Securities Additional Warrants by the Company to the Purchasers Holder as contemplated hereby. The amendment of the Original Warrants and the issuance and sale of the Securities Additional Warrants hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Preferred Stock, Warrants and Underlying Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The To the knowledge of the Company, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the any Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities hereunder complies in all material respects with and does not contravene the rules and regulations of the Principal Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Subscription Shares by the Company to the Purchasers as contemplated hereby. The Subject to receipt of Shareholder Approval, the issuance and sale of the Securities Subscription Shares hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser's representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Debentures by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Debentures hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Debentures and Warrants by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The Other than for compliance with any advance listing notification requirement of the Trading Market for listing of the Securities, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the Purchasers’ Subscriber’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Subscriber as contemplated hereby. The issuance offer and sale and resale of the Securities does not integrate for any purpose including any state laws or securities laws with any other offer or sale of the Company’s Securities hereunder does not contravene the rules and regulations of the Trading Marketnor any filing that may have been made with respect thereto.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2(b)-(e), (g) and (h), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The Assuming Shareholder Approval, if required pursuant to the AMEX Rules, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Primary Market. The Company shall timely file a Form 72-503F under OSC Rule 72-503 in respect of the distribution of the Securities to the Buyer.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketOTC Bulletin Board.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 and the Placement Agent’s representations and warranties set forth in the Transaction Documents, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.2Purchase Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Investors as contemplated herebyin the Transaction Documents. The issuance and sale of the Securities hereunder pursuant to the Transaction Documents does not contravene the rules and regulations of the Trading Market.