Common use of Dilution Clause in Contracts

Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Shares upon conversion of the Notes is binding upon the Company and enforceable against the Company regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Shares upon conversion of the Notes is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will may have a potential dilutive effect on the equity holdings of other holders of the Company's equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Shares upon conversion of the Notes is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Shares may have a dilutive effect on the ownership interests of the other shareholders (and Persons having the right to become shareholders) of the Company. The Company's ’s executive officers and directors have studied and fully understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will they have such a potential dilutive effect on the equity holdings of other holders of the Company's equity or rights to receive equity of the Companyeffect. The board of directors of the Company has concluded, in its good faith business judgment, that the such issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Shares upon conversion of the Note is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company, and the Company or parties entitled will honor such obligations, including honoring every Conversion Notice, unless the Company is subject to receive equity of an injunction (which injunction was not sought by the Company) prohibiting the Company from doing so.

Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Shares may have a dilutive effect on the ownership interests of the other shareholders (and Persons having the right to become shareholders) of the Company. The Company's executive officers and directors have studied and fully understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will they have such a potential dilutive effect on the equity holdings of other holders of the Company's equity or rights to receive equity of the Companyeffect. The board of directors of the Company has concluded, in its good faith business judgment, that the such issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Shares upon conversion of the Note is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company, and the Company or parties entitled will honor such obligations, including honoring every Conversion Notice, unless the Company is subject to receive equity of an injunction (which injunction was not sought by the Company) prohibiting the Company from doing so.

Dilution. The Company's ’s executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board Company’s Board of directors of the Company Directors has concluded, in its good faith business judgment, judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Warrant Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders stockholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's ’s executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Shares upon conversion of the Notes is binding upon the Company and enforceable against the Company regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.. (u)

Dilution. The Company's executive officers -------- and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Warrant Shares upon exercise of the Warrants is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's ’s executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's ’s executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Incentive Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders stockholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Shares upon conversion of the Notes is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's ’s executive officers and directors understand the nature of the Securities Shares being sold hereby and recognize that the issuance of the Securities Shares will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, judgment that the issuance of the Securities Shares is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Common Stock upon conversion of the Shares, is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's executive officers and directors understand Company understands the nature of the Securities being sold hereby and recognize recognizes that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board Board of directors Directors of the Company has concluded, in its good faith business judgment, judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities Warrant Shares upon exercise of the Warrants, is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

Dilution. The Company's ’s executive officers and directors understand the nature of the Securities Units being sold hereby and recognize that the issuance of the Securities Units will have a potential dilutive effect on the equity holdings of other holders of the Company's ’s equity or rights to receive equity of the Company. The board Company’s Board of directors of the Company Directors has concluded, in its good faith business judgment, judgment that the issuance of the Securities Units is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue shares of Common Stock upon exercise of the Securities Warrants is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders stockholders of the Company or parties entitled to receive equity of the Company.