Common use of Acknowledgments and Understandings Clause in Contracts

Acknowledgments and Understandings. (a) Stockholder hereby acknowledges and understands that (i) the Company is effecting a 10-for-1 reverse stock split of the outstanding Company common stock prior to the closing of the Proposed Investment and the Additional Shares is after giving effect to such reverse stock split, and (ii) that a special dividend will paid by the Company on its outstanding shares of common stock other than the Additional Shares. (b) Stockholder acknowledges and fully understands that holders of equity interests in the Company immediately prior to the closing of the Proposed Investment (including after giving effect to the issuance of the Additional Shares) will, following the closing of the Proposed Investment, hold total equity interests in the Company representing 5% of the total outstanding equity interests in the Company on a fully-diluted basis, and that the third party, through the purchase of shares of preferred stock and rights attached to those shares, will own the other 95% of the Company’s equity interests on a fully-diluted basis, thereby affecting a change of control of the Company. This means that immediately upon the closing of the Proposed Investment, Stockholder will own 25% of the resultant 5% owned by holders of equity interests in the Company immediately prior the closing of the Proposed Investment. (c) Stockholder specifically acknowledges and agrees all securities of the Company owned by Stockholder shall not be entitled to any anti-dilution adjustment or other similar adjustment, and Stockholder hereby waives, now and forever, any and all such adjustments, whether past, present or future.

Acknowledgments and Understandings. (a) Stockholder hereby acknowledges and understands that (i) the Company is effecting a 10-for-1 reverse stock split of the outstanding Company common stock prior to the closing of the Proposed Investment and the Additional Shares is after giving effect to such reverse stock split, and (ii) that a special dividend will paid by the Company on its outstanding shares of common stock other than the Additional Shares. (b) Stockholder acknowledges and fully understands that holders of equity interests in the Company immediately prior to the closing of the Proposed Investment (including after giving effect to the issuance of the Additional Shares) will, following the closing of the Proposed Investment, hold total equity interests in the Company representing 5% of the total outstanding equity interests in the Company on a fully-diluted basis, and that the third party, through the purchase of shares of preferred stock and rights attached to those shares, will own the other 95% of the Company’s equity interests on a fully-diluted basis, thereby affecting a change of control of the Company. This means that immediately upon the closing of the Proposed Investment, Stockholder will own 25% of the resultant 5% owned by holders of equity interests in the Company immediately prior the closing of the Proposed Investment. (c) Stockholder specifically acknowledges and agrees that all securities of the Company owned by Stockholder shall not be entitled to any anti-dilution adjustment or other similar adjustment, and Stockholder hereby waives, now and forever, any and all such adjustments, whether past, present or future.