Common use of Acknowledgment of Dilution Clause in Contracts

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Purchased Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Purchased Shares pursuant to the Transaction DocumentsAgreement and issue shares of Common Stock upon the conversion of the Series A Preferred Stock are, are subject to the terms of this Agreement, unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser Investor and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares Securities pursuant to the Transaction Documents, are unconditional and (except as otherwise set forth herein), absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, are are, subject to the terms and conditions expressly set forth in this Agreement, unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Conversion Shares and the Warrant Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Conversion Shares and the Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares and the Warrant Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares and Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documentsthis Agreement, including without limitation its obligation to issue the Common Shares Securities pursuant to the Transaction Documentsthis Agreement, are unconditional (except as otherwise set forth herein) and absolute and not subject to any right of set off, counterclaim, delay delay, or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Conversion Shares upon conversion of the Exchange Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Exchange Shares and the Conversion Shares pursuant to the Transaction Documents, are unconditional and absolute absolute, but subject to the terms and conditions of the Transaction Documents, and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser the Shareholders and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Underlying Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial. The Company further acknowledges that its obligations under the Transaction Documentsthis Subscription Agreement, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documentsand Warrant Shares, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser Investor and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documentsthis Agreement, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documentsthis Agreement, are unconditional (except as otherwise set forth herein) and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Commitment Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documentsthis Agreement, including including, without limitation limitation, its obligation to issue the Common Shares pursuant to the Transaction Documentsthis Agreement, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Series A Preferred and Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock. .. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Shares and Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that that, except as set forth in Section 4.11 herein, its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common StockShares. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares Securities pursuant to the Transaction Documents, are unconditional and (except as otherwise set forth herein), absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Warrant Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial. The Company further acknowledges that its obligations under the Transaction Documentsthis Subscription Agreement, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documentsand Warrant Shares, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser Investor and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Purchased Shares may will result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documentsthis Agreement, including without limitation its obligation to issue the Common Purchased Shares pursuant to the Transaction Documentsthis Agreement, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser Investor and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company and Purchaser acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company and each Major Shareholder acknowledges that the issuance of the Common Shares may will result in dilution of the outstanding shares of Common Stock. The Company and each Major Shareholder further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company or the Major Shareholders may have against any the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common StockOrdinary Shares. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges and the Purchaser acknowledge that the issuance of the Common Securities and Warrant Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares Ordinary Shares of Common Stockthe Company, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documentsthis Agreement, including including, without limitation limitation, its obligation to issue the Common Shares pursuant to the Transaction Documentsthis Agreement, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares shares of Preferred Stock may result in dilution of the outstanding shares of Preferred Stock and Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, Documents are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documentsthis Agreement, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Common Stock and Non-Voting Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documentsthis Agreement, including including, without limitation limitation, its obligation to issue the Common Shares pursuant to the Transaction Documentsthis Agreement, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documentsthis Agreement, including without limitation its obligation to issue the Common Warrant Shares pursuant to and the Transaction DocumentsConversion Shares, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser Investor and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may will result in dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, are unconditional (except as otherwise set forth herein) and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Underlying Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial. The Company further acknowledges that its obligations under the Transaction Documentsthis Subscription Agreement, including without limitation its obligation to issue the Common Shares pursuant to the Transaction DocumentsUnderlying Shares, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser Investor and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares and the issuance of the Underlying Shares upon Conversion of the Preferred Shares, may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares and the Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares and Warrant Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial. The Company further acknowledges that its obligations under the Transaction Documentsthis Subscription Agreement, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documentsand Warrant Shares, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser Investor and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may will result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction DocumentsAgreement, including including, without limitation limitation, its obligation to issue the Common Shares pursuant to the Transaction DocumentsAgreement, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Securities and Underlying Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documentsthis Agreement, including without limitation its obligation to issue the Common Shares Securities pursuant to the Transaction Documentsthis Agreement, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Stock issuable upon conversion of the Exchange Note may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under this Agreement and, the Transaction DocumentsExchange Note and the documents executed in connection with such documents, including including, without limitation its limitation, the Company's obligation to issue the Common Shares pursuant to Stock issuable upon conversion of the Transaction DocumentsExchange Note, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser the Holder and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Conversion Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser Holder and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding shares of Class A Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders shareholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Preferred Shares and Conversion Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common Conversion Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser the Holder and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Conversion Shares and Preferred Investment Option Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares may result in dilution of the outstanding number of shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Shares pursuant to the Transaction DocumentsShares, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Shares, Settlement Shares and Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Common Shares Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Common Shares, Conversion Shares and Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.