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 obligations to issue Conversion Shares upon conversion of the Notes in accordance with the terms of the Notes and the Warrant Shares upon the exercise of the Warrants are 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 Company's executive officers have studied and fully understand the nature of the Securities being sold hereunder. The Company acknowledges that its obligations obligation to issue Conversion Shares upon conversion of the Notes in accordance with the terms of the Notes and the Warrant Shares upon the exercise of the Warrants are 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 the 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 Company's executive officers ----------------------------------- have studied and fully understand the nature of the Securities being sold hereunder. The Company acknowledges that its obligations obligation to issue Conversion Warrant Shares upon conversion exercise of the Notes Warrants in accordance with the terms of the Notes and the Warrant Shares upon the exercise of the Warrants are 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 Common Shares and Warrants hereunder and the consummation of the other transactions contemplated hereby are in the best interests of the Company and its stockholders.