Common use of Regulation M Compliance Clause in Contracts

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange Shares.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Shares, securities of the Company or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange Shares, Warrants and Prefunded Warrants.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange SharesShares and compensation paid to underwriters, placement agents and other agents in connection with prior offerings of the Company’s securities, in each case as set forth in the SEC Reports.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange SharesSecurities issued to the Purchasers.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesSecurities in this offering. (mm) [additional regulatory reps TBD].

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s 's placement agent agent, if any, in connection with the placement of the Exchange SharesSecurities.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Xxxx Capital Partners LLP and Xxxxx and Company in connection with the placement of the Exchange SharesSecurities.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange SharesSecurities issued to the Specified Purchasers.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange Shares, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesShares and, in the case of clause (iii), compensation paid with respect to prior completed offerings of the Company’s securities.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Shares, securities of the Company or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange Shares.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange SharesSecurities and compensation paid to underwriters and/or placement agents in connection with prior offerings of the Company’s securities, as set forth in Schedule 3.1(jj).

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange Shares.Securities. (ll) Intentionally Omitted. (mm)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesSecurities or compensation paid to the underwriter in connection with the Company’s 2017 public offering.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), ) compensation paid to the Company’s placement agent in connection with the placement of the Exchange Shares.Securities..

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesSecurities. (kk) Reserved. (ll) Reserved.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange Shares, Securities; (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Shares, Securities; or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesSecurities. (hh) Reserved.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement Placement of the Exchange SharesSecurities. .

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange Warrant Shares, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange Warrant Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange Warrant and the Warrant Shares.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), <PAGE> compensation paid to the Company’s 's placement agent in connection with the placement of the Exchange SharesSecurities.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesSecurities and compensation paid to the Company’s separate placement agent in connection with the Preferred Private Placement.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesSecurities and which may be due to other Finra member firms as provided in Schedule 2.19 hereto.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), except as set forth on Schedule 3.1(jj), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesSecurities.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange Shares, Securities or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange SharesSecurities.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesSecurities.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesSecurities. (kk) Reserved.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange SharesSecurities. (kk) Reserved.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange Shares.Securities. (gg)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Exchange SharesSecurities. (kk) Intentionally Omitted.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii) and other than as set forth in Schedule 3.1(t), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange SharesSecurities.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s knowledge, no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent agents in connection with the placement of the Exchange SharesSecurities.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange SharesSecurities issued to the Purchasers and compensation paid to the Company’s separate placement agent in connection with the Common Stock Offering.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Financial Advisor in connection with the placement sale of the Exchange SharesSecurities and compensation to underwriters and other agents in connection with the prior offerings of the Company’s securities, in each case as set forth in the SEC Reports.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Shares, securities of the Company or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agents in connection with the placement of the Exchange SharesDebentures and Warrants.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent its financial advisor in connection with the placement of the Exchange SharesSecurities and compensation to underwriters and other agents in connection with the prior offerings of the Company’s securities, in each case as set forth in the SEC Reports.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange SharesSecurities.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange Sharesshares of Securities, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Financial Advisor in connection with the placement of the Exchange SharesSecurities.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s 's placement agent in connection with the placement of the Exchange SharesSecurities and the securities that may be issued pursuant to clause (d) in the definition of Exempt Issuance.

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange SharesSecurities, (ii) sold, bid for, purchased, or or, paid any compensation for soliciting purchases of, any of the Exchange SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange SharesSecurities and compensation paid to underwriters and/or placement agents in connection with prior offerings of the Company’s securities, as set forth in Schedule 3.1(gg).

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Exchange Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Shares, securities of the Company or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), ) compensation paid to the Company’s placement agent Placement Agent in connection with the placement of the Exchange Shares.