Common use of NONCIRCUMVENTION Clause in Contracts

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its 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 Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the 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 exercise of the SPA Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the SPA Warrants then outstanding (without regard to any limitations on exercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles Amended and Restated Certificate of Incorporation (as defined in the Securities Purchase Agreement)Incorporation, Amended and Restated 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 WarrantCertificate of Designations, and will at all times in good faith carry out all the provisions of this Warrant Certificate of Designations and take all action as may be required to protect the rights of the Holderholders of Preferred 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 exercise conversion of this Warrant any Preferred Shares above the Warrant 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 non-assessable shares of Common Stock upon the exercise conversion of this Warrant, Preferred Shares and (iiic) shall, so long as any of the SPA Warrants 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 exercise conversion of the SPA WarrantsPreferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the SPA Warrants Preferred Shares then outstanding (without regard to any limitations on exerciseconversion contained herein).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles 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 WarrantDebenture, and will at all times in good faith carry out all of the provisions of this Warrant Debenture and take all action as may be required to protect the rights of the HolderHolder 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 Shares receivable upon the exercise conversion of this Warrant Debenture above the Warrant 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 non-assessable shares of Common Stock Shares upon the exercise conversion of this WarrantDebenture, and (iii) shall, so long as any of the SPA Warrants Debentures are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common StockShares, solely for the purpose of effecting the exercise conversion of the SPA WarrantsDebentures, the maximum number of shares of Common Stock Shares as shall from time to time be necessary to effect the exercise conversion of the SPA Warrants Debentures then outstanding (without regard to any limitations on exerciseconversion).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles 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 WarrantDebenture, and will at all times in good faith carry out all of the provisions of this Warrant Debenture and take all action as may be required to protect the rights of the HolderHolder 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 the exercise conversion of this Warrant Debenture above the Warrant 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 non-assessable nonassessable shares of Common Stock upon the exercise conversion of this WarrantDebenture, and (iii) shall, so long as any of the SPA Warrants 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 exercise conversion of the SPA WarrantsDebentures, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the SPA Warrants Debentures then outstanding (without regard to any limitations on exerciseconversion).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its 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 Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Warrant 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 non-assessable nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the 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 exercise of the SPA Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the SPA Warrants then outstanding (without regard to any limitations on exercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles Certificate of Incorporation (as defined in the Securities Purchase Agreement)Incorporation, Bylaws (as defined in the Securities Purchase Agreement) bylaws 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 WarrantCertificate of Designations, and will at all times in good faith carry out all the provisions of this Warrant Certificate of Designations and take all action as may be required to protect the rights of the HolderHolders. Without limiting the generality of the foregoingforegoing or any other provision of this Certificate of Designations, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Warrant Price then in effect, (ii) shall take all such actions as may be necessary or and appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise conversion of this Warrant, Preferred Shares and (iiiii) shall, so long as any of the SPA Warrants 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 exercise conversion of the SPA WarrantsPreferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the SPA Warrants Preferred Shares then outstanding (without regard to any limitations on exerciseconversion contained herein).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its 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 Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Warrant 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the 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 exercise of the SPA Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the SPA Warrants then outstanding (without regard to any limitations on exercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles articles of Incorporation (as defined in the Securities Purchase Agreement)incorporation, Bylaws (as defined in the Securities 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 WarrantAgreement or any Convertible Notes, and will at all times in good faith carry out all of the provisions of this Warrant Agreement and the Convertible Notes and take all action as may be required to protect the rights of the HolderInvestor under this Agreement 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 the exercise of this Warrant Convertible Notes above the Warrant 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 non-assessable nonassessable shares of Common Stock upon the exercise conversion of this Warrantthe Convertible Notes, and (iii) shall, so long as any of the SPA Warrants 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 exercise conversion of the SPA WarrantsConvertible Notes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the SPA Warrants Convertible Notes then outstanding (without regard to any limitations on exerciseconversion).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles 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 Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Warrant 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, in accordance with Section 1(g) above and Section 4.19 of the Purchase Agreement, so long as any of the 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 exercise of the SPA Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the SPA Warrants then outstanding (without regard to any limitations on exercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles 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 WarrantNote, and will at all times in good faith carry out all of the provisions of this Warrant Note and take all action as may be required to protect the rights of the HolderHolder of this Note. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant Note above the Warrant 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 non-assessable shares of Common Stock upon the exercise conversion of this WarrantNote, and (iii) shall, so long as any of the SPA Warrants 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 exercise conversion of the SPA WarrantsNotes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the SPA Warrants Notes then outstanding (without regard to any limitations on exerciseconversion).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles 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 WarrantNote, and will at all times in good faith carry out all of the provisions of this Warrant Note and take all action as may be required to protect the rights of the HolderHolder of this Note. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant Note above the Warrant 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 non-assessable nonassessable shares of Common Stock upon the exercise conversion of this WarrantNote, and (iii) shall, so long as any of the SPA Warrants 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 exercise conversion of the SPA WarrantsNotes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the SPA Warrants Notes then outstanding (without regard to any limitations on exerciseconversion).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles 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 WarrantNote, and will at all times in good faith carry out all of the provisions of this Warrant Note and take all action as may be required to protect the rights of the HolderHolder of this Note. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant Note above the Warrant 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 non-assessable nonassessable shares of Common Stock upon the exercise conversion of this WarrantNote, and (iii) shall, so long as any of the SPA Warrants 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 exercise conversion of the SPA WarrantsNotes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the SPA Warrants Notes then outstanding (without regard to any limitations on exerciseconversion).