Common use of Non-Circumvention Clause in Contracts

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Shares issuable upon exercise of the Warrants above the Warrant Exercise Price then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Original Issue Date, the Purchasers are not permitted to exercise their Warrants, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of IncorporationCharter, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant shares of Common Stock receivable upon conversion of the Series E Shares issuable upon or exercise of the Warrants above the conversion price of the Series E Shares, or Warrant Exercise Price Price, as applicable, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Conversion Shares upon the conversion of the Series E Shares and Warrant Shares upon the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Original Issue DateInitial Closing, the Purchasers are a holder is not permitted to convert the Series E Shares or exercise their the Warrants, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, including any Certificates of Designation, or 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 AgreementWarrant, and will at all times in good faith carry out all of the provision provisions of this Agreement Warrant and take all action as may be required to protect the rights of all holders of the SecuritiesHolder. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documentsforegoing, the Company (a) shall not increase the par value of any Warrant Common Shares issuable receivable upon the exercise of the Warrants this Warrant above the Warrant Exercise Price then in effect effect, and (b) shall take all such action actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant non-assessable Common Shares upon the exercise of the Warrantsthis Warrant. Notwithstanding anything herein to the contrary, if after six months from the Original Issue sixty (60) calendar day anniversary of the Issuance Date, the Purchasers are Holder is not permitted to exercise their Warrants, this Warrant in full, full for any reasonreason (other than pursuant to applicable securities laws), subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent consents or approvals as necessary to permit such exerciseexercise into Common Shares.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles the Company’s certificate of Incorporationincorporation or other charter documents, including any Certificates of Designation, or Bylaws 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 AgreementAgreement or the New Note, and will at all times in good faith carry out all of the provision provisions of this Agreement and the New Note and take all action as may be required to protect the rights of all holders of the SecuritiesInvestor under this Agreement and the New Note. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction DocumentsNew Note, the Company (ai) shall not increase the par value of any Warrant Shares shares of Common Stock issuable upon exercise pursuant to the terms of the Warrants this Agreement above the Warrant Exercise Issuance Price (as defined below) then in effect and (bii) shall take all such action actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares non-assessable shares of Common Stock upon issuance of such Common Stock to the exercise Investor pursuant to the terms of the Warrantsthis Agreement. Notwithstanding anything herein to the contrary, if after six months from at any time the Original Issue Date, the Purchasers are Investor is not permitted receive all the shares of Common Stock the Investor is entitled to exercise their Warrants, in full, receive pursuant to the terms of this Agreement for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent consents or approvals as necessary to permit the issuance of such exerciseshares of Common Stock.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Shares issuable upon conversion of the Notes above the Note Conversion Price (or issuable upon exercise of the Warrants above the Warrant Exercise Price Price) then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the conversion of the Notes and exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Original Issue Dateoriginal issuance date, the Purchasers are not permitted to convert the Note or exercise their Warrants, in full, for any reason, subject to the Purchaser’s 's compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Shares issuable shares of Common Stock receivable upon conversion of the Note or exercise of the Warrants above the conversion price of the Note, or Warrant Exercise Price Price, as applicable, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Shares upon the conversion of the Note and Warrant Shares upon the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Original Issue Dateoriginal issuance date, the Purchasers are a holder is not permitted to convert the Note or exercise their the Warrants, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders the Holder of the Securitiesthis Agreement. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Shares issuable shares of Common Stock receivable upon conversion of the Notes and exercise of the Warrants above the Conversion Price and Warrant Exercise Price then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant noassessable Conversion Shares upon the exercise of the Warrantsor Warrants Shares. Notwithstanding anything herein to the contrary, if after six months 180 days from the Original Issue Dateoriginal issuance date, the Purchasers are not permitted to convert the Notes and exercise their Warrants, of the Warrants in full, full for any reasonreason (other than pursuant to restrictions set forth in this Agreement, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such exerciseconversion into Conversion Shares or exercise of Warrants.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of IncorporationCharter, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant shares of Common Stock receivable upon conversion of the Series G Shares issuable upon or exercise of the Warrants above the conversion price of the Series G Shares, or Warrant Exercise Price Price, as applicable, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Conversion Shares upon the conversion of the Series G Shares and Warrant Shares upon the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Original Issue DateInitial Closing, the Purchasers are a holder is not permitted to convert the Series G Shares or exercise their the Warrants, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of IncorporationCharter, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant shares of Common Stock receivable upon conversion of the Series D Shares issuable upon or exercise of the Warrants above the conversion price of the Series D Shares, or Warrant Exercise Price Price, as applicable, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Conversion Shares upon the conversion of the Series D Shares and Warrant Shares upon the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Original Issue DateInitial Closing, the Purchasers are a holder is not permitted to convert the Series D Shares or exercise their the Warrants, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of IncorporationCharter, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant shares of Common Stock receivable upon conversion of the Series A Shares issuable upon or exercise of the Warrants above the conversion price of the Series A Shares, or Warrant Exercise Price Price, as applicable, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Conversion Shares upon the conversion of the Series A Shares and Warrant Shares upon the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six (6) months from the Original Issue DateInitial Closing, the Purchasers are a holder is not permitted to convert the Series A Shares or exercise their the Warrants, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of IncorporationCharter, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Shares issuable shares of Common Stock receivable upon conversion of the Note or exercise of the Warrants above the Conversion Price, or Warrant Exercise Price Price, as applicable, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Shares upon the conversion of the Note and Warrant Shares upon the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Original Issue Issuance Date, the Purchasers are a holder is not permitted to convert the Note or exercise their the Warrants, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles the Company’s certificate of Incorporationincorporation or other charter documents, including any Certificates of Designation, or Bylaws 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 AgreementAgreement or the New Note, and will at all times in good faith carry out all of the provision provisions of this Agreement and the New Note and take all action as may be required to protect the rights of all holders of the SecuritiesInvestor under this Agreement and the New Note. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction DocumentsNew Note, the Company (ai) shall not increase the par value of any Warrant Shares shares of Common Stock issuable upon exercise pursuant to the terms of the Warrants this Agreement above the Warrant Exercise Conversion Price (as defined in the New Note) then in effect and (bii) shall take all such action actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares non-assessable shares of Common Stock upon issuance of such Common Stock to the exercise Investor pursuant to the terms of the Warrantsthis Agreement. Notwithstanding anything herein to the contrary, if after six months from at any time the Original Issue Date, the Purchasers are Investor is not permitted receive all the shares of Common Stock the Investor is entitled to exercise their Warrants, in full, receive pursuant to the terms of this Agreement for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent consents or approvals as necessary to permit the issuance of such exerciseshares of Common Stock.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of IncorporationCharter, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Shares issuable shares of Common Stock receivable upon exercise conversion of the Warrants Series D Shares above the Warrant Exercise Price conversion price of the Series D Shares, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Conversion Shares upon the exercise conversion of the WarrantsSeries D Shares. Notwithstanding anything herein to the contrary, if after six months from the Original Issue DateInitial Closing, the Purchasers are a holder is not permitted to exercise their Warrantsconvert the Series D Shares, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants covenant and agrees agree that the Company they will not, by amendment of its Articles of Incorporationcharters, including any Certificates of Designation, Designation or Bylaws (or similar documents), 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Shares issuable shares of Common Stock receivable upon conversion of the Notes or Additional Notes or exercise of the Warrants above the Note Conversion Price, or Warrant Exercise Price Price, as applicable, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Shares upon the conversion of the Notes or Additional Notes and Warrant Shares upon the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Original Issue DateIssuance Date as such term is defined in the Notes and Additional Notes, the Purchasers are a Purchaser is not permitted to convert the Note or Additional Note or exercise their the Warrants, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of IncorporationCharter, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant shares of Common Stock receivable upon conversion of the Series C Shares issuable upon or exercise of the Warrants above the conversion price of the Series C Shares, or Warrant Exercise Price Price, as applicable, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Conversion Shares upon the conversion of the Series C Shares and Warrant Shares upon the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Original Issue DateInitial Closing, the Purchasers are a holder is not permitted to convert the Series C Shares or exercise their the Warrants, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, including any Certificates of Designation, or 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 AgreementWarrant, and will at all times in good faith carry out all of the provision provisions of this Agreement Warrant and take all action as may be required to protect the rights of all holders of the SecuritiesHolder. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documentsforegoing, the Company (a) shall not increase the par value of any Warrant Common Shares issuable receivable upon the exercise of the Warrants this Warrant above the Warrant Exercise Price then in effect effect, and (b) shall take all such action actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant non-assessable Common Shares upon the exercise of the Warrantsthis Warrant. Notwithstanding anything herein to the contrary, if after six months from the Original Issue sixty (60) calendar day anniversary of the Issuance Date, the Purchasers are Holder is not permitted to exercise their Warrants, this Warrant in full, full for any reasonreason (other than pursuant to restrictions set forth in Section 1(f) hereof or applicable securities laws), subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent consents or approvals as necessary to permit such exerciseexercise into Common Shares.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, including any Certificates of Designation, or Bylaws Constitution 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 Agreementthe Schedule of Terms, and will at all times in good faith carry out all the provisions of the provision Schedule of this Agreement Terms and take all action as may be required to protect the rights of all holders the Holders hereunder provided that in connection with any Shareholder Approval Request, the obligations of the SecuritiesCompany are governed by clause 4(ll) hereof. Without limiting the generality of the foregoing or any other provision of this Agreement the Schedule of Terms or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Ordinary Shares issuable receivable upon exercise the conversion of the Warrants any Preference Shares above the Warrant Exercise Conversion Price then in effect effect, and (b) shall take all such action actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Ordinary Shares upon the exercise conversion of the WarrantsPreference Shares. Notwithstanding anything herein to the contrary, if after six months from the Original Issue sixty (60) calendar day anniversary of the Initial Closing Date, the Purchasers are each Holder is not permitted to exercise their Warrants, convert such Holder’s Preference Shares in full, full for any reasonreason (other than pursuant to restrictions set forth in Section 4(d) of the Schedule of Terms), subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent consents or approvals as necessary to permit effect such exerciseconversion into Ordinary Shares.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Shares issuable shares of Common Stock receivable upon exercise of the Warrants above the Warrant Exercise Price Price, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Shares upon the Warrant Shares upon the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months 180 days from the Original Issue Dateoriginal issuance date, the Purchasers are a holder is not permitted to exercise their the Warrants, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of IncorporationCharter, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Shares issuable shares of Common Stock receivable upon exercise conversion of the Warrants Series B Shares above the Warrant Exercise Price conversion price of the Series B Shares then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Conversion Shares upon the exercise conversion of the WarrantsSeries B Shares. Notwithstanding anything herein to the contrary, if after six months from the Original Issue DateInitial Closing, the Purchasers are a holder is not permitted to exercise their Warrantsconvert the Series B Shares, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such exerciseconversion.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of IncorporationCharter, including any Certificates of Designation, or 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 Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Warrant Shares issuable shares of Common Stock receivable upon exercise conversion of the Warrants Series C Shares above the Warrant Exercise Price conversion price of the Series C Shares, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Conversion Shares upon the exercise conversion of the WarrantsSeries C Shares. Notwithstanding anything herein to the contrary, if after six months from the Original Issue DateInitial Closing, the Purchasers are a holder is not permitted to exercise their Warrantsconvert the Series C Shares, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such conversion or exercise.