Common use of Acknowledgment Regarding Securities Clause in Contracts

Acknowledgment Regarding Securities. The Company's executive ----------------------------------- officers have studied and fully understand the nature of the Securities being sold hereunder. The Company acknowledges that its obligation to issue Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants, to exchange the Series B Preferred Shares for Series A Preferred Shares, the Series 1-B Warrants for Series 1-A Warrants and the Series 2-B Warrants for 2-A Warrants, and to redeem the Series B Preferred Shares and the Series 1-B Warrants under certain circumstances with the Escrow Account under the Escrow Agreement, in accordance with the terms of this Agreement, the Escrow Agreement, the Certificates of Designation, and the Warrants, is absolute and unconditional, regardless of the dilution that such issuance may have on the ownership interests of other stockholders of the Company. Taking the foregoing into account, the Company's Board of Directors has determined in its good faith business judgment that the issuance of the Preferred Shares and the Warrants hereunder and the consummation of the other transactions contemplated hereby are (a) in the best interests of the Company and its stockholders, and (b) do not breach (with or without the passage of time or the giving of notice) any obligations of the Company or any Subsidiary the result of which would have a Material Adverse Effect. The Company's Board of Directors has approved the terms of this Agreement, the Escrow Agreement, the Certificates of Designation and the Warrants and the transactions contemplated hereby and thereby. Schedule -------- 5.24 sets forth any adjustments, Encumbrances or rights (other than pursuant to ---- the Escrow Agreement) that would be triggered by the issuance of the Securities pursuant to agreements between the Company or any Subsidiary and any lender or holder of an equity interest or other securities of the Company or any Subsidiary.

Acknowledgment Regarding Securities. The number of Conversion Shares issuable upon conversion of the Notes and the number of Warrant Shares issuable upon exercise of the Warrants may increase in certain circumstances. The Company's executive ----------------------------------- officers have studied and fully understand the nature of the Securities being sold hereunder. The Company acknowledges that its obligation to issue Conversion Shares upon conversion of the Preferred Shares Notes in accordance with the terms of such Notes and to issue Warrant Shares upon exercise of the Warrants, to exchange the Series B Preferred Shares for Series A Preferred Shares, the Series 1-B Warrants for Series 1-A Warrants and the Series 2-B Warrants for 2-A Warrants, and to redeem the Series B Preferred Shares and the Series 1-B Warrants under certain circumstances with the Escrow Account under the Escrow Agreement, in accordance with the terms of this Agreementsuch Warrants is, other than as set forth in the Escrow Agreement, the Certificates of Designation, and Notes or the Warrants, is respectively, absolute and unconditional, regardless of the dilution that such issuance may have on the ownership interests of other stockholders and the availability of remedies provided for in the CompanyTransaction Documents relating to a failure or refusal to issue Conversion Shares or Warrant Shares. Taking the foregoing into account, the Company's Board of Directors has determined in its good faith business judgment that the issuance of the Preferred Shares Notes and the Warrants hereunder and the consummation of the other transactions contemplated hereby are (a) in the best interests of the Company and its stockholders, and (b) do not breach (with or without the passage of time or the giving of notice) any obligations of the Company or any Subsidiary the result of which would have a Material Adverse Effect. The Company's Board of Directors has approved and executive officers fully intend to honor their obligations hereunder to issue Conversion Shares upon conversion of the terms Notes and Warrant Shares upon exercise of this Agreement, the Escrow Agreement, Warrants regardless of the Certificates dilution that such issuance may have on the ownership interests of Designation other stockholders and the Warrants and availability of remedies provided for in the transactions contemplated hereby and thereby. Schedule -------- 5.24 sets forth any adjustments, Encumbrances Transaction Documents relating to their failure or rights (other than pursuant refusal to ---- the Escrow Agreement) that would be triggered by the issuance of the Securities pursuant to agreements between the Company issue Conversion Shares or any Subsidiary and any lender or holder of an equity interest or other securities of the Company or any SubsidiaryWarrant Shares.

Acknowledgment Regarding Securities. The number of Conversion Shares issuable upon conversion of the Preferred Shares may increase in certain circumstances, including if the price of the Common Stock declines. The Company's executive ----------------------------------- officers have studied and fully understand the nature of the Securities being sold hereunder. The Company acknowledges that its obligation to issue Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants, to exchange the Series B Preferred Shares for Series A Preferred Shares, the Series 1-B Warrants for Series 1-A Warrants and the Series 2-B Warrants for 2-A Warrants, and to redeem the Series B Preferred Shares and the Series 1-B Warrants under certain circumstances with the Escrow Account under the Escrow Agreement, in accordance with the terms Certificate of this AgreementDesignation is, other than as set forth in the Escrow Agreement, the Certificates Certificate of Designation, and the Warrants, is absolute and unconditional, regardless of the dilution that such issuance may have on the ownership interests of other stockholders and the availability of remedies provided for in the CompanyTransaction Documents relating to a failure or refusal to issue Conversion Shares. Taking the foregoing into account, the Company's Board of Directors has determined in its good faith business judgment that the issuance of the Preferred Shares and the Warrants hereunder and the consummation of the other transactions contemplated hereby are (a) in the best interests of the Company and its stockholders, and (b) do not breach (with or without the passage of time or the giving of notice) any obligations of the Company or any Subsidiary the result of which would have a Material Adverse Effect. The Company's Board of Directors has approved and executive officers fully intend to honor their obligations hereunder to issue Conversion Shares upon conversion of the terms Preferred Shares regardless of this Agreement, the Escrow Agreement, dilution that such issuance may have on the Certificates ownership interests of Designation other stockholders and the Warrants and availability of remedies provided for in the transactions contemplated hereby and thereby. Schedule -------- 5.24 sets forth any adjustments, Encumbrances Transaction Documents relating to their failure or rights (other than pursuant refusal to ---- the Escrow Agreement) that would be triggered by the issuance of the Securities pursuant to agreements between the Company or any Subsidiary and any lender or holder of an equity interest or other securities of the Company or any Subsidiaryissue Conversion Shares.

Acknowledgment Regarding Securities. The number of Conversion Shares and Redemption Shares issuable upon conversion of the Preferred Stock and Redemption Preferred Stock, respectively, and the number of Warrant Shares issuable upon exercise of the Warrants may increase in certain circumstances. The Company's ’s directors and executive ----------------------------------- officers have studied and fully understand the nature of the Securities being sold hereunder. The Company acknowledges that its obligation to issue Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants, to exchange the Series B Preferred Shares for Series A Preferred Shares, the Series 1-B Warrants for Series 1-A Warrants and the Series 2-B Warrants for 2-A Warrants, and to redeem the Series B Preferred Shares and the Series 1-B Warrants under certain circumstances with the Escrow Account under the Escrow Agreement, Stock in accordance with the terms thereof, Redemption Shares upon conversion of this Agreement, Redemption Preferred Stock in accordance with the Escrow Agreement, the Certificates of Designationterms thereof, and the Warrants, Warrant Shares upon the exercise of the Warrants in accordance with the terms thereof is absolute and unconditional, regardless of the dilution that such issuance may have on the ownership interests of other stockholders and the availability of remedies provided for in any of the CompanyTransaction Documents or the Redemption Certificates relating to a failure or refusal to issue Conversion Shares, Redemption Shares or Warrant Shares. Taking the foregoing into account, as of the date hereof, the Company's ’s Board of Directors has determined in its good faith business judgment that the issuance of the Preferred Shares and the Warrants Units hereunder and the consummation of the other transactions contemplated hereby are (a) in the best interests of the Company and its stockholders, and (b) do not breach (with or without the passage of time or the giving of notice) any obligations of the Company or any Subsidiary the result of which would have a Material Adverse Effect. The Company's Board of Directors has approved the terms of this Agreement, the Escrow Agreement, the Certificates of Designation and the Warrants and the transactions contemplated hereby and thereby. Schedule -------- 5.24 sets forth any adjustments, Encumbrances or rights (other than pursuant to ---- the Escrow Agreement) that would be triggered by the issuance of the Securities pursuant to agreements between the Company or any Subsidiary and any lender or holder of an equity interest or other securities of the Company or any Subsidiary.