Common use of Exchange Transaction Clause in Contracts

Exchange Transaction. The New Notes are being issued to the Holders solely in exchange for the Outstanding Notes and the Company has not received from the Holders, directly or indirectly, any additional consideration in connection with the Exchange Transaction. The Company has not paid and will not pay, directly or indirectly, any commission or other remuneration for soliciting the Exchange Transaction. The issuance of the New Notes is exempt, and the issuance of the Underlying Common Stock will be exempt from the registration requirements of the Securities Act under the exemption from registration provided by Section 3(a)(9) of the Securities Act.