Common use of Private Placement Clause in Contracts

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 3.4 (Investment Representations), the offer and sale of the Purchased Shares pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers set forth in Section 3.4 (Investment RepresentationsSections 3.2(b)-(f), the offer offer, issuance and sale of the Purchased Shares pursuant to this Agreement will be the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth contained in Section 3.4 (Investment Representations)Sections 4.5 and 4.6, the offer and sale of the Purchased Shares to the Purchaser pursuant to this Agreement will be is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth Purchasers contained in Section 3.4 (Investment Representations)Sections 4.2 and 4.3 hereof, the offer and sale of the Purchased Shares pursuant Securities to this Agreement will be the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth contained in Section 3.4 (Investment Representations)Sections 4.2 and 4.3, the offer and sale of the Purchased Shares to the Purchaser pursuant to this Agreement will be is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy and completeness of the Purchasers' representations and warranties of the Purchaser set forth in Section 3.4 (Investment Representations)4 hereof, the offer and sale issuance by the Company of the Purchased Shares pursuant to this Agreement will be is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of each of the representations and warranties of the Purchaser set forth in Section 3.4 (Investment Representations)4, the offer and sale issuance by the Company of the Purchased Convertible Preferred Stock and the Preferred Shares pursuant to this Agreement will be is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the truth and accuracy of the applicable Purchasers’ representations and warranties of the Purchaser set forth in Section 3.4 (Investment Representations)4 of this Agreement, the offer and sale of the Purchased Shares pursuant Securities to this Agreement will be the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Investors set forth in Section 3.4 3.5 (Investment Representations), the offer offer, issuance and sale exchange of the Purchased Issued Shares pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the ----------------- representations and warranties of the Purchaser Purchasers set forth in Section 3.4 (Investment RepresentationsSections 3.2(b)-(f), the offer offer, issuance and sale of the Purchased Shares pursuant Securities to this Agreement will be the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Investors set forth in Section 3.4 (Investment Representations), the offer and sale of the Purchased Shares pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth Investors in Section 3.4 (Investment Representations3.2(c), the offer and sale of the Purchased Shares pursuant Securities to this Agreement will be the Investors as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth Purchasers contained in Section 3.4 (Investment Representations)4.2, the offer and the sale of the Purchased Shares to the Purchasers pursuant to this Agreement will be is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Investors contained in Section 3.2 and the compliance by the Investors with the provisions set forth in Section 3.4 (Investment Representations)herein, the offer issuance and sale of the Purchased Shares pursuant to in the manner contemplated by this Agreement will be is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers set forth in Section 3.4 (Investment RepresentationsSections 3.2(b)-(f), the offer offer, issuance and sale of the Purchased Shares pursuant and Warrants to this Agreement will be the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities ActAct and do not contravene the rules and regulations of the Company’s current Trading Market.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth Purchasers contained in Section 3.4 (Investment Representations)Sections 4.2 and 4.3 hereof, the offer and sale of the Purchased Shares pursuant to this Agreement will be the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 3.4 3.5 (Investment Representations), the offer and sale of the Purchased Shares pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Investors set forth in Section 3.4 3.5 (Investment Representations), the offer and sale of the Purchased Shares, the issuance of the Additional Shares and exchange of the Exchange Shares pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 3.4 (Investment Representations)Article 3 hereof, the offer and sale of the Purchased Shares pursuant Securities to Purchaser as contemplated by this Agreement will be are exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 3.4 (Investment Representations)Article III of this Agreement, the offer offer, sale, and sale issuance of the Purchased Shares pursuant to and the issuance of the Underlying Purchased Shares upon conversion of the Purchased Shares, in each case in conformity with the terms of this Agreement will be Agreement, are exempt from the registration requirements of Section 5 of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Investors contained in Section 3.2 and the compliance by the Investors with the provisions set forth in Section 3.4 (Investment Representations)herein, the offer issuance and sale of the Purchased Shares pursuant to in the manner contemplated by this Agreement will be is exempt from the registration requirements of the Securities ActAct and any applicable state securities laws.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Investors set forth in Section 3.4 3.5 (Investment Representations), the offer and sale exchange of the Purchased Exchange Shares pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the truth and accuracy of the Purchasers’ representations and warranties of the Purchaser set forth contained in Section 3.4 (Investment Representations)Article 3 hereof, the offer and sale of the Purchased Shares pursuant Securities to this Agreement will be the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming Subject to the accuracy of the representations and warranties of the Purchaser set forth in Section 3.4 (Investment Representations)3.2, the offer and sale of the Purchased Shares pursuant to this Agreement will be the Purchaser as contemplated hereby is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers set forth in Section 3.4 (Investment Representations), the offer and sale of the Purchased Shares pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Investor contained in Section 3.2 and the compliance by the Investor with the provisions set forth in Section 3.4 (Investment Representations)herein, the offer issuance and sale of the Purchased Shares pursuant to in the manner contemplated by this Agreement will be is exempt from the registration requirements of the Securities ActAct and any applicable state securities laws.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth contained in Section 3.4 (Investment Representations)Sections 4.05 and 4.06, the offer and sale of the Purchased Shares to the Purchaser pursuant to this Agreement will be is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser Investors contained in Section 3.2 and the compliance by the Investors with the provisions set forth in Section 3.4 (Investment Representations)herein, the offer issuance and sale of the Purchased Common Shares pursuant to this Agreement will be in the manner contemplated by the Transaction Documents is exempt from the registration requirements of the Securities Act.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchaser set forth contained in Section 3.4 (Investment Representations)Article 3 hereof, the offer and sale of the Purchased Shares pursuant Securities to this Agreement will be the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.