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 [SectionSection 3.2],2, no registration under the Securities Act is required for the offer and sale of the SecuritiesWarrants 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’Holder’s representations and warranties set forth in Section 3.2,[Section 5], no registration under the Securities Act is required for the exchange, offer and sale of the Securities by the Company to the PurchasersHolder 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 SecuritiesWarrants 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’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 SecuritiesPreferred Stock or the Conversion Shares by the Company to the PurchasersPurchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.