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Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [Sections 3.2(e) and 4.14] hereof), it is understood and acknowledged by the Company that: # none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; # past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; # any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and # each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [Sections 3.2(e)f) and 4.14]13] hereof), it is understood and acknowledged by the Company that: # none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; # past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; # any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and # each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [Sections 3.2(e) and 4.14]4] hereof), it is understood and acknowledged by the Company that: # none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; # past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; # any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and # each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

AcknowledgementAcknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [Sections[[Sections 3.2(e)f) and 4.14]4]] hereof), it is understood and acknowledged by the Company that: # none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term;term, # past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities;securities, # any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock,Stock and # each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # one or more Purchasers Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity.Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [Sections 3.2(e)f) and 4.14]13] hereof), it is understood and acknowledged by the Company that: # none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; # past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; # any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and # each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

AcknowledgementAcknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [Sections 3.2(e)g) and 4.14] hereof), it is understood and acknowledged by the Company that: # none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term;term, # past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities;securities, # any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently may have a “short” position in the Common Stock,Stock and # each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the WarrantConversion Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. AnythingNotwithstanding anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [Sections 3.2(e)f) and 4.14]10]0] hereof), it is understood and acknowledged by the Company that: # none of the PurchasersPurchaser has not been asked by the Company to agree, nor has anythe Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the SecuritiesShares for any specified term; # past or future open market or other transactions by anythe Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; # anythe Purchaser, and counter-parties in “derivative” transactions to which any suchthe Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and # eachthe Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # one or more Purchasersthe Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’sBuyers’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [Sections 3.2(e) and 4.14] hereof), itIt is understood and acknowledged by the Company that:that # following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Purchasers hasBuyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Purchaser agreed,Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short,short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; # past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; # any Purchaser,Buyer, and counter-partiescounterparties in “derivative” transactions to which any such PurchaserBuyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock, andStock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; # each PurchaserBuyer shall not be deemed to have any affiliation with or control over any arm’s length counter-partycounterparty in any “derivative” transaction.transaction; and # each Buyer may rely on the Company’s obligation to timely deliver shares of Common Stock upon exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of the Company. The Company further understands and acknowledges that #following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) one or more PurchasersBuyers may engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock) at various times during the period that the Securities are outstanding, including,outstanding and such hedging and/or trading activities (including, without limitation, during the periods that the valuelocation and/or reservation of the Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) couldborrowable shares of Common Stock), if any, can reduce the value of the existing stockholders'stockholders’ equity interestsinterest in the Company both at and after the time that the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any other Transaction Document or any of the Transaction Documents.documents executed in connection herewith or therewith.

Acknowledgement Regarding Purchaser’sBuyers’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [Sections 3.2(e) and 4.14] hereof), itIt is understood and acknowledged by the Company that:that # following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Purchasers hasBuyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Purchaser agreed,Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short,short) any securities of the Company, or “derivative”“derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; # past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; # any Purchaser,Buyer, and counter-partiescounterparties in “derivative”“derivative” transactions to which any such PurchaserBuyer is a party, directly or indirectly, presently may have a “short”“short” position in the Common Stock,Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and # each PurchaserBuyer shall not be deemed to have any affiliation with or control over any arm’arm’s length counter-partycounterparty in any “derivative”“derivative” transaction. The Company further understands and acknowledges that #following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) one or more PurchasersBuyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) couldand/or trading activities, if any, can reduce the value of the existing stockholders'stockholders’ equity interestsinterest in the Company both at and after the time that the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

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