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 Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

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 Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2Article IV, no registration under the Securities Act is required for the offer and sale of the Warrants Notes or the Warrant Shares issuable upon conversion thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the PurchasersSubscribers’ representations and warranties set forth in Section 3.21, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Subscriber as contemplated hereby.

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 Warrants or Warrants, the Warrant Shares and Warrant ADSs issuable upon exercise thereof by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.

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 Warrants Warrant or the Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2ARTICLE 4, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares by the Company to the Purchasers Purchaser as contemplated herebyhereby in accordance with the terms of this Agreement.

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 Warrants or the Warrant Shares Securities by the Company and its Subsidiaries to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.2section 3.02, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Investors as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23 hereof, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2ARTICLE IV, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

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 Notes, the Shares upon conversion thereof, the Warrants or the Warrant Shares issuable upon exercise thereof by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’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 Warrants or the Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2Article IV, no registration under the Securities Act is required for the offer and sale of the Warrants Notes or the Warrant Shares Registrable Securities issuable upon conversion thereof by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares by the Company to the Purchasers as contemplated herebySecurities.

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 Warrants Preferred Investment Options or the Warrant Preferred Investment Option Shares by the Company to the Purchasers as contemplated hereby.

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 Shares and Warrants or the Warrant Shares by the Company to the Purchasers as contemplated herebyunder the Transaction Documents.

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 Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Buyer’s representations and warranties set forth in Section 3.2Article IV, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares by the Company to the Purchasers Buyer as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser 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 Warrants or the Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

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 Warrants or the Warrant Shares issuable upon exercise thereof by the Company to the Purchasers as contemplated hereby.

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 Purchase Warrants or the Purchase Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.26, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

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 Private Warrants or the Private Warrant Shares by the Company to the Purchasers as contemplated hereby.

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 Common Warrants or and the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2ARTICLE III, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Preferred Stock by the Company NPS to the Purchasers as contemplated herebyby this Agreement.

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 Warrants or the Warrant Shares by the Company to the Purchasers Investors as contemplated hereby.

Private Placement. Assuming the accuracy of the PurchasersHolders’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Holders as contemplated hereby.

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 Warrants or the Warrant Shares by the Company to the Purchasers as contemplated herebyunder the Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.22.02, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.23.1, no registration under the Securities Act is required for the offer and sale of the Warrants Notes or the Warrant Shares issuable upon conversion thereof by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchaser set forth in Section 3.26 below, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2Article 4, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.25, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act or any other applicable law rule or regulation is required for the offer and sale of the Warrants or the Warrant Shares Debentures by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ investment representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2ARTICLE 4, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser's representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

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 Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ Investor representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Units by the Company to the Purchasers Investor as contemplated herebyhereby or the exercise of the Warrants.

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 Warrants or the Warrant Purchase Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, based upon an exemption from registration provided by SEC Regulation D, no registration under the Securities Act is required for the offer and sale of the Warrants or and the Warrant Shares by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares Securities by the Company Issuer to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s 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 Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated herebyPurchaser under the Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s 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 Warrants or the Warrant Shares by the Company to the Purchasers as contemplated herebyPurchaser under the Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2ARTICLE 4, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Lender’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 Warrants or the Warrant Shares Note by the Company to the Purchasers Lender as contemplated hereby.

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 Warrants or the Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.25.3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated herebyhereunder.

Private Placement. Assuming the accuracy of the Purchasers’ Investors' 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 Warrants or the Warrant Shares Securities by the Company to the Purchasers Investors as contemplated hereby.

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 Warrants or the Warrant Shares of Preferred Stock by the Company to the Purchasers Purchaser as contemplated hereby.

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 Warrants or the Warrant Shares by the Company to the Purchasers as contemplated herebyPurchaser or the issuance of Underlying Common Shares.

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 Warrants or the Warrant Shares Units by the Company to the Purchasers as contemplated hereby.

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 Warrants or and the Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares by the Company transaction pursuant to the Purchasers as contemplated herebyTransaction Documents.

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 Warrants or the Warrant Shares Notes by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.22.02, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.23, no registration under the Securities Act or any state securities law is required for the offer and sale of the Common Stock and Warrants or the Warrant Shares by the Company to the Purchasers Purchaser as contemplated herebyby the Transaction Documents, including the subsequent exercise of the Warrants, by virtue of the exemption provided by Rule 506 of the Securities Act.

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 Ordinary Warrants or the Ordinary Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.24.2, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares Debentures and Additional Investment Rights by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act or any other applicable law rule or regulation is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company Parent to the Purchasers such Purchaser as contemplated hereby.

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 Warrants or and the Warrant Shares issuable upon exercise thereof by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares ADSs by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2Article III of this Agreement, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Initial Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.22.2, no registration under Section 5 of the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration may not be required under the Securities Act is required for the offer and sale of the Private Placement Warrants or and the Private Placement Warrant Shares by the Company to the Purchasers as contemplated hereby.

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 Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of each 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 Shares and Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’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 Warrants or the Warrant Purchaser’s Shares by the Company to the Purchasers Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23(c), no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares by the Company to the Purchasers as contemplated herebySecurities.

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 Warrants or the Warrant Shares by the Company to the Purchasers as contemplated herebyunder the Transaction Documents.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.24, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2Sections 3.2(c) though (h) herein, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares by the Company to the Purchasers as contemplated herebyPurchaser hereunder.

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 Series A Warrants or the Series A Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ Seller’s representations and warranties set forth in Section 3.23.05 hereof, no registration under the Securities Act is required for the offer and sale issuance of the Warrants or the Warrant Shares Stock Consideration by the Company to the Purchasers as contemplated herebyPurchaser.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchaser set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ ' representations and warranties set forth in Section 3.23, no registration under the Securities Act or any state securities law is required for the offer and sale of the Notes and Warrants or the Warrant Shares by the Company to the Purchasers as contemplated herebyby the Transaction Documents, including the subsequent exercise of the Warrants, by virtue of the exemption provided by Rule 506 of the Securities Act.

Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.22(b), no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Buyers as contemplated hereby.

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 Shares or Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby.

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 offer and sale of the Warrants or the Warrant Shares Securities by the Company to the Purchasers Holder as contemplated hereby.

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 Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

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 Private Warrants or the Private Warrant Shares by the Company to the Purchasers as contemplated hereby.

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 Warrants or the Warrant Shares Securities by the Company to the Purchasers as contemplated hereby.

Private Placement. Assuming the accuracy of the Purchasers’ ' representations and warranties set forth in Section 3.23.2 of this Agreement, 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 Warrants or the Warrant Shares by the Company to the Purchasers as contemplated herebyunder the Transaction Documents.

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 Warrants or the Warrant Shares Securities by the Company or Zoomcar to the Purchasers Purchaser as contemplated hereby.