Common use of Acknowledgment of Dilution Clause in Contracts

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Shares. The Company further acknowledges that its obligation to issue the Shares in accordance with this Agreement, and the issuance of such Shares is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of shares of Common Stock upon conversion of and underlying the Shares. The Company further acknowledges that its obligation to issue Purchasers’ Notes and the Shares conversion, if any, of the Purchasers’ Securities in accordance with this Agreement, and the issuance of such Shares Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Sharesshares underlying the Warrants upon exercise of the Warrants. The Company further acknowledges that its obligation to issue the Shares shares underlying the Warrants upon exercise of the Warrants in accordance with this Agreement, and the issuance of such Shares Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesWarrant Shares upon exercise of the Warrants. The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Shares Warrants in accordance with this Agreement, Agreement and the issuance of such Shares Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders stockholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon that the issuance of the SharesCommon Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under this Agreement, including without limitation its obligation to issue the Common Shares in accordance with pursuant to this Agreement, are unconditional and the issuance of such Shares is absolute and unconditional 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 may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership interests of the other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and -------------------------- acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesWarrant Shares upon exercise of the Warrants. The Company further acknowledges that its obligation to issue the Warrant Shares upon exercise of or otherwise pursuant to the Warrants in accordance with this Agreement, Agreement and the issuance of such Shares Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders stockholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the existing issued and outstanding shares of Common Stock upon the issuance of shares of Common Stock upon conversion of and underlying the Shares. The Company further acknowledges that its obligation to issue the Shares Notes in accordance with this Agreement, and the issuance of such Shares Exchange Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Underlying Shares. The Company further acknowledges that its obligation to issue the Underlying Shares upon conversion of the Debentures or exercise of the Warrants in accordance with this Agreement, the Debentures and the issuance of such Shares Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders stockholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesConversion Shares and Warrant Shares upon conversion of the Debentures or exercise of the Warrants. The Company further acknowledges that its obligation to issue Conversion Shares and Warrant Shares upon conversion of the Shares Debentures or exercise of the Warrants in accordance with this Agreement, the Debentures and the issuance of such Shares Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders stockholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesConversion Shares and Warrant Shares upon conversion of the Debenture, or exercise of the Warrants. The Company further acknowledges that its obligation to issue the Shares and the Conversion Shares and Warrant Shares upon conversion of the Debentures or exercise of the Warrants in accordance with this Agreement, and the issuance of such Shares is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders stockholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesPurchased Shares and the Warrant Shares upon exercise of the Warrant,. The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Shares Warrant in accordance with this Agreement, Agreement and the issuance of such Shares Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesWarrant Shares upon exercise of the Warrant. The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Shares Warrant in accordance with this Agreement, and the issuance of such Shares Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders stockholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the outstanding Common Stock upon the issuance of the SharesWarrant Shares upon exercise of the Warrants. The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Shares Warrants in accordance with this Agreement, and the issuance of such Shares Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.. Company Initials __ 5

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesShares upon exercise of the Warrants. The Company further acknowledges that its obligation to issue Shares upon exercise of the Shares Warrants in accordance with this Agreement, the Note and the issuance of such Shares is Warrants are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the shares of Common Stock issuable upon conversion of the Preferred Shares. The Company further acknowledges that its obligation to issue issue, upon conversion of the Shares in accordance with this AgreementPreferred Shares, and the issuance shares of such Shares Common Stock, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesPurchased Shares and Warrant Shares upon exercise of the Warrant. The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Shares Warrant in accordance with this Agreement, Agreement and the issuance of such Shares Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesWarrant Shares or exercise of the Warrants. The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Shares Warrants in accordance with this Agreement, the Debentures and the issuance of such Shares Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesWarrant Shares upon exercise of or otherwise pursuant to this Warrant. The Company’s directors and executive officers have studied and fully understand the nature of the Securities being sold hereunder. The Company further acknowledges that its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, and the issuance of such Shares Stock Purchase Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders stockholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesSecurities. The Company further acknowledges that its obligation to issue the Shares Securities in accordance with this Agreement, and the issuance of such Shares Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon that the issuance of the SharesCommon Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under this Agreement, including without limitation its obligation to issue the Common Shares in accordance with pursuant to this Agreement, are unconditional and the issuance of such Shares is absolute and unconditional 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 may have against the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership interests of the other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesWarrant Shares upon exercise of the Warrants. The Company further acknowledges that its obligation to issue the Common Stock and Warrant Shares in accordance with this Agreement, Agreement and the issuance of such Shares Warrants, as applicable, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders stockholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the holders of outstanding Common Stock as of the date hereof upon the issuance of the SharesCommon Stock Shares and Warrant Shares upon conversion or exercise thereof. The Company further acknowledges that its obligation to issue the Common Stock Shares and the Warrant Shares upon exercise of the Warrants, in accordance with this Agreement, and the issuance of such Shares is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders stockholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock its common stock upon the issuance of the True-up Shares and Warrant Shares. The Company further acknowledges that its obligation to issue the True-up Shares and Warrant Shares in accordance with this Agreement, and the issuance of such Shares is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesSecurities. The Company further acknowledges that its obligation to issue Securities upon consummation of the Shares Exchange Request in accordance with this Agreement, and the issuance of such Shares Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Warrant Shares to the Common Stock Ordinary Shares upon the issuance exercise of the SharesWarrants. The Company further acknowledges that its obligation to issue the Warrant Shares in accordance with this Agreement, Agreement and the issuance of such Shares Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesConversion Shares and Warrant Shares upon conversion of the Debenture, or exercise of the Warrants. The Company further acknowledges that its obligation to issue Conversion Shares and Warrant Shares upon conversion of the Shares Debentures or exercise of the Warrants in accordance with this Agreement, the Debentures and the issuance of such Shares Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Shares. The Company further acknowledges that its obligation to issue the Shares in accordance with this Agreement, and the issuance of such Shares is are absolute and unconditional regardless of the dilutive effect that such issuance issuances may have on the ownership interests of other shareholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the SharesWarrant Shares upon exercise of the Warrants. The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Shares Warrants in accordance with this Agreement, and the issuance of such Shares Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders stockholders of the Company.