Common use of Acknowledgment of Dilution Clause in Contracts

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its Subsidiaries.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities Conversion Shares upon conversion of the Preferred Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditionssubstantial. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Conversion Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute absolute, but subject to the terms and conditions of the Transaction Documents, and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common StockShares, which dilution may be substantial under certain market conditions. The Company further acknowledges, subject to the terms and its Subsidiaries further acknowledge conditions in the Transaction Documents, that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Shares underlying the Notes (upon Event of Default) and Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Conversion Shares underlying the Notes (upon Event of Default) and Warrant Shares pursuant to the Transaction Documents, are (except as otherwise provided herein) unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities Conversion Shares upon conversion of the Exchange Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditionssubstantial. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Exchange Shares underlying and the Notes (upon Event of Default) Conversion Shares pursuant to the Transaction Documents, are unconditional and absolute absolute, but subject to the terms and conditions of the Transaction Documents, and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser the Shareholders and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Equity Securities may result in dilution of the outstanding shares of Common Stockthe Company’s common stock, which dilution may be substantial under certain market conditionssubstantial. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Note Documents, including including, without limitation limitation, its obligation to issue the Common Commitment Shares underlying and the Notes (upon Event of Default) pursuant to Warrant Shares in accordance with the Transaction Documentsterms hereof, are unconditional and absolute (subject to the Equity Issuances Stockholder Approvals) and are not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. Additionally, the Company acknowledges that a Purchaser's trading activity prior to, or during, any conversion of its Debenture could result in a substantial decrease in the market price of the Common Stock at the time of the conversion resulting in the issuance by the Company of a greater number of shares of Common Stock to the Purchaser pursuant to such conversion, causing further dilution of the outstanding shares of Common Stock. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Underlying Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Underlying Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reductionreduction except as otherwise provided in the Transaction Documents, including but not limited to Section 4(a) of the Debentures, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities Conversion Shares and Warrant Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that upon Stockholder Approval its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Conversion Shares underlying the Notes (upon Event of Default) and Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities Common Stock into which the Series B Preferred Stock are convertible and the issuance of the Common Stock for which the Warrants are exercisable may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Offering Documents, including without limitation its obligation to issue the Common Shares underlying the Notes (upon Event of Default) Stock pursuant to the Transaction Offering Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Subject to compliance with the terms of this Agreement, the Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Conversion Shares underlying the Notes (upon Event of Default) pursuant to the Transaction DocumentsDocuments when required in accordance with their terms, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against Purchaser or any Purchaser transferee thereof, and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities Common Shares and the issuance of the Underlying Shares upon Conversion of the Preferred Shares, may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares underlying and the Notes (upon Event of Default) Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its Subsidiaries.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities Conversion Shares upon conversion of the Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Conversion Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute absolute, but subject to the terms and conditions of the Transaction Documents, and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common StockOrdinary Shares, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that, provided that a holder of the Securities complies with the Purchaser Israeli Undertakings, its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Underlying Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. Additionally, the company acknowledges that a Purchaser’s trading activity prior to, or during, any conversion of its Debenture could result in a substantial decrease in the market price of the Common Stock at the time of the conversion resulting in the issuance by the Company of a greater number of shares of Common Stock to the Purchaser pursuant to such conversion, causing further dilution of the outstanding shares of Common Stock. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Underlying Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities and the Series B Preferred may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction DocumentsDocuments and the Series B Preferred, including including, without limitation limitation, its obligation to issue the Common Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute absolute, but subject to the terms and conditions of the Transaction Documents, and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Underlying Shares underlying and the Notes (upon Event of Default) Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany. In the event of an issuance of stock involving tranches or other multiple closings, the anti-dilution adjustment shall be calculated as if all stock was issued at the Closing.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Underlying Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reductionreduction except as otherwise provided in the Transaction Documents, including but not limited to Section 4(a) of the Debenture, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Underlying Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute (subject to the terms and conditions of such Transaction Documents) and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities Common Stock issuable upon conversion of the Exchange Note may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under this Agreement and, the Transaction DocumentsExchange Note and the documents executed in connection with such documents, including including, without limitation its limitation, the Company's obligation to issue the Common Shares underlying Stock issuable upon conversion of the Notes (upon Event of Default) pursuant to the Transaction DocumentsExchange Note, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser the Holder and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares Stock underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its Subsidiaries.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries further acknowledge that its acknowledges that, other than as set forth in Section 2(g) of the Warrants, the Company’s obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Warrant Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.

Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge acknowledges that the issuance of the Securities and the Debentures may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditionsif the Company undertakes another financing which triggers the anti-dilution protections of the Warrants. The Company and its Subsidiaries further acknowledge acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Warrant Shares underlying the Notes (upon Event of Default) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its SubsidiariesCompany.