Common use of Acknowledgment Regarding Securities Clause in Contracts

Acknowledgment Regarding Securities. The number of Conversion Shares issuable upon conversion of the Notes may increase in certain circumstances, including if the bid 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 Notes in accordance with the terms of the Notes is absolute and unconditional, regardless of the dilution that such issuance may have on the ownership interests of other stockholders. Taking the foregoing into account, the Company's Board of Directors has determined in its good faith business judgment that the issuance of the Notes and Warrants hereunder and the consummation of the other transactions contemplated hereby are in the best interests of the Company and its stockholders.

Acknowledgment Regarding Securities. The number of Conversion Shares issuable upon conversion of the Notes Preferred Shares may increase in certain circumstances, including if the bid price of the Common Stock declines. The Company's ’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 Notes Preferred Shares in accordance with the terms Certificate of the Notes Designation is absolute and unconditional, regardless of the dilution that such issuance may have on the ownership interests of other stockholders. Taking the foregoing into account, the Company's ’s Board of Directors has determined in its good faith business judgment that the issuance of the Notes Preferred Shares and Warrants hereunder and the consummation of the other transactions contemplated hereby are in the best interests of the Company and its stockholders.