Common use of NONCIRCUMVENTION Clause in Contracts

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in the Purchase Agreement), Bylaws (as defined in the Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Debenture, and will at all times in good faith carry out all of the provisions of this Debenture and take all action as may be required to protect the rights of the Holder of this Debenture. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Debenture above the Conversion Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Debenture, and (iii) shall, so long as any of the Debentures are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Debentures, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Debentures then outstanding (without regard to any limitations on conversion).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this DebentureWarrant, and will at all times in good faith carry out all of the provisions of this Debenture Warrant and take all action as may be required to protect the rights of the Holder of this DebentureHolder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon conversion the exercise of this Debenture Warrant above the Conversion Warrant Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the conversion exercise of this DebentureWarrant, and (iii) shall, so long as any of the Debentures SPA Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion exercise of the DebenturesSPA Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion exercise of the Debentures SPA Warrants then outstanding (without regard to any limitations on conversionexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this DebentureWarrant, and will at all times in good faith carry out all of the provisions of this Debenture Warrant and take all action as may be required to protect the rights of the Holder of this DebentureHolder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon conversion the exercise of this Debenture Warrant above the Conversion Exercise Price then in effect, (ii) shall take all such actions as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion exercise of this DebentureWarrant, and (iii) shall, so long as any of the Debentures SPA Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion exercise of the DebenturesSPA Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion exercise of the Debentures SPA Warrants then outstanding (without regard to any limitations on conversionexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this DebentureWarrant, and will at all times in good faith carry out all of the provisions of this Debenture Warrant and take all action as may be required to protect the rights of the Holder of this DebentureHolder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon conversion the exercise of this Debenture Warrant above the Conversion Exercise Price then in effect, (ii) shall take all such actions as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the conversion exercise of this DebentureWarrant, and (iii) shall, so long as any of the Debentures SPA Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion exercise of the DebenturesSPA Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion exercise of the Debentures SPA Warrants then outstanding (without regard to any limitations on conversionexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this DebentureNote, and will at all times in good faith carry out all of the provisions of this Debenture Note and take all action as may be required to protect the rights of the Holder of this DebentureNote. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Debenture Note above the Conversion Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this DebentureNote, and (iii) shall, so long as any of the Debentures Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the DebenturesNotes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Debentures Notes then outstanding (without regard to any limitations on conversion).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Amended and Restated Certificate of Incorporation (as defined in the Purchase Agreement)Incorporation, Amended and Restated Bylaws (as defined in the Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this DebentureCertificate of Designations, and will at all times in good faith carry out all of the provisions of this Debenture Certificate of Designations and take all action as may be required to protect the rights of the Holder holders of this DebenturePreferred Shares hereunder. Without limiting the generality of the foregoingforegoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Company (ia) shall not increase the par value of any shares of Common Stock receivable upon the conversion of this Debenture any Preferred Shares above the Conversion Price then in effect, (iib) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the conversion of this Debenture, Preferred Shares and (iiic) shall, so long as any of the Debentures Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the DebenturesPreferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Debentures Preferred Shares then outstanding (without regard to any limitations on conversionconversion contained herein).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this DebentureNote, and will at all times in good faith carry out all of the provisions of this Debenture Note and take all action as may be required to protect the rights of the Holder of this DebentureNote. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Debenture Note above the Conversion Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the conversion of this DebentureNote, and (iii) shall, so long as any of the Debentures Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the DebenturesNotes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Debentures Notes then outstanding (without regard to any limitations on conversion).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate articles of Incorporation (as defined in the Purchase Agreement)incorporation, Bylaws (as defined in the Purchase Agreement) bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this DebentureAgreement or any Convertible Notes, and will at all times in good faith carry out all of the provisions of this Debenture Agreement and the Convertible Notes and take all action as may be required to protect the rights of the Holder of Investor under this DebentureAgreement and the Convertible Notes. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Debenture the Convertible Notes above the Conversion Price (as defined therein) then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Debenturethe Convertible Notes, and (iii) shall, so long as any of the Debentures Convertible Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the DebenturesConvertible Notes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Debentures Convertible Notes then outstanding (without regard to any limitations on conversion).. Non-Revolving Secured Line of Credit Agreement

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this DebentureNote, and will at all times in good faith carry out all of the provisions of this Debenture Note and take all action as may be required to protect the rights of the Holder of this DebentureNote. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Debenture Note above the Conversion Price then in effect, (ii) shall take all such actions as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this DebentureNote, and (iii) shall, so long as any of the Debentures Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the DebenturesNotes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Debentures Notes then outstanding (without regard to any limitations on conversion).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this DebentureWarrant, and will at all times in good faith carry out all of the provisions of this Debenture Warrant and take all action as may be required to protect the rights of the Holder of this DebentureHolder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon conversion the exercise of this Debenture Warrant above the Conversion Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the conversion exercise of this DebentureWarrant, and (iii) shall, in accordance with Section 1(g) above and Section 4.19 of the Purchase Agreement, so long as any of the Debentures Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion exercise of the DebenturesWarrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion exercise of the Debentures Warrants then outstanding (without regard to any limitations on conversionexercise).