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 Charter, 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 shares of Common Stock receivable upon conversion of the Series E Shares or exercise of the Warrants above the conversion price of the Series E Shares, or Warrant Exercise 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 exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Initial Closing, a holder is not permitted to convert the Series E Shares or exercise the Warrants, in full, for any reason, 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 CharterArticles of Incorporation, including any Certificates of DesignationBylaws, or Bylaws charter 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 AgreementWarrant to be observed or performed by it hereunder, and but will at all times in good faith carry assist in the carrying out of all of the provision provisions of this Agreement Warrant and take of all such action as may reasonably be required requested by the holder of this Warrant in order to protect the rights of all holders exercise privilege of the Securitiesholder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documentsforegoing, the Company (ai) shall will not increase the par value of any shares of Common Stock receivable upon conversion of the Series E Shares or exercise of the Warrants this Warrant above the conversion price of the Series E Shares, or Warrant Exercise Price, as applicable, Price then in effect and effect, (bii) shall will 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 Conversion Shares shares of Common Stock upon the conversion exercise of this Warrant, and (iii) shall, so long as any of the Series E Shares Warrants are outstanding, take all action necessary to reserve and Warrant Shares upon keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Initial Closing, a holder is not permitted to convert the Series E Shares or exercise the Warrants, in full, for any reason, the Company maximum number of shares of Common Stock as shall use its best efforts from time to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as time be necessary to permit such conversion or effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its CharterArticles 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 shares of Common Stock receivable Shares issuable upon conversion of the Series E Shares Notes above the Note Conversion Price (or issuable upon exercise of the Warrants above the conversion price of the Series E Shares, or Warrant Exercise 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 Notes and Warrant Shares upon exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Initial Closingoriginal issuance date, a holder is the Purchasers are not permitted to convert the Series E Shares Note or exercise the 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 conversion or exercise.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its CharterArticles 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 shares of Common Stock Shares receivable upon conversion of the Series E Shares or exercise of the Warrants this Warrant above the conversion price of the Series E Shares, or Warrant Exercise Price, as applicable, 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 Conversion non-assessable Common Shares upon the conversion of the Series E Shares and Warrant Shares upon exercise of the Warrantsthis Warrant. Notwithstanding anything herein to the contrary, if after six months from the Initial Closingsixty (60) calendar day anniversary of the Issuance Date, a holder the Holder is not permitted to convert the Series E Shares or exercise the Warrants, this Warrant in full, full for any reasonreason (other than pursuant to applicable securities laws), 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 conversion or exerciseexercise into Common Shares.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Charterthe Company’s certificate of incorporation 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 shares of Common Stock receivable upon conversion issuable pursuant to the terms of the Series E Shares or exercise of the Warrants this Agreement above the conversion price of the Series E Shares, or Warrant Exercise Price, Issuance Price (as applicable, 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 Conversion Shares non-assessable shares of Common Stock upon issuance of such Common Stock to the conversion Investor pursuant to the terms of the Series E Shares and Warrant Shares upon exercise of the Warrantsthis Agreement. Notwithstanding anything herein to the contrary, if after six months from at any time the Initial Closing, a holder Investor is not permitted receive all the shares of Common Stock the Investor is entitled to convert receive pursuant to the Series E Shares or exercise the Warrants, in full, terms of this Agreement for any reason, 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 conversion or exerciseshares of Common Stock.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its CharterArticles 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 shares of Common Stock receivable upon conversion of the Series E Shares or exercise of the Warrants above the conversion price of the Series E Shares, or Warrant Exercise 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 exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months 180 days from the Initial Closingoriginal issuance date, a holder is not permitted to convert the Series E Shares or exercise the Warrants, in full, for any reason, 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 CharterArticles 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 shares of Common Stock Shares receivable upon conversion of the Series E Shares or exercise of the Warrants this Warrant above the conversion price of the Series E Shares, or Warrant Exercise Price, as applicable, 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 Conversion non-assessable Common Shares upon the conversion of the Series E Shares and Warrant Shares upon exercise of the Warrantsthis Warrant. Notwithstanding anything herein to the contrary, if after six months from the Initial Closingsixty (60) calendar day anniversary of the Issuance Date, a holder the Holder is not permitted to convert the Series E Shares or exercise the 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), 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 conversion or exerciseexercise into Common Shares.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Charter, 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 shares of Common Stock Ordinary Shares receivable upon the conversion of the Series E any Preference Shares or exercise of the Warrants above the conversion price of the Series E Shares, or Warrant Exercise Price, as applicable, 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 Conversion Ordinary Shares upon the conversion of the Series E Shares and Warrant Shares upon exercise of the WarrantsPreference Shares. Notwithstanding anything herein to the contrary, if after six months from the sixty (60) calendar day anniversary of the Initial ClosingClosing Date, a holder each Holder is not permitted to convert the Series E such Holder’s Preference Shares or exercise the Warrants, in full, full for any reasonreason (other than pursuant to restrictions set forth in Section 4(d) of the Schedule of Terms), 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 conversion or exerciseinto Ordinary Shares.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Charterthe Company’s certificate of incorporation 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 shares of Common Stock receivable upon conversion issuable pursuant to the terms of the Series E Shares or exercise of the Warrants this Agreement above the conversion price of Conversion Price (as defined in the Series E Shares, or Warrant Exercise Price, as applicable, 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 Conversion Shares non-assessable shares of Common Stock upon issuance of such Common Stock to the conversion Investor pursuant to the terms of the Series E Shares and Warrant Shares upon exercise of the Warrantsthis Agreement. Notwithstanding anything herein to the contrary, if after six months from at any time the Initial Closing, a holder Investor is not permitted receive all the shares of Common Stock the Investor is entitled to convert receive pursuant to the Series E Shares or exercise the Warrants, in full, terms of this Agreement for any reason, 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 conversion or exerciseshares of Common Stock.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its CharterCertificate 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 shares of Common Stock receivable upon conversion of the Series E Shares Note or exercise of the Warrants above the conversion price of the Series E SharesNote, or Warrant Exercise 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 Note and Warrant Shares upon exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Initial Closingoriginal issuance date, a holder is not permitted to convert the Series E Shares Note or exercise the Warrants, in full, for any reason, 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 CharterArticles 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 shares of Common Stock receivable upon conversion of the Series E Shares or Notes and exercise of the Warrants above the conversion price of the Series E Shares, or Conversion Price and Warrant Exercise Price, as applicable, 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 noassessable Conversion Shares upon the conversion of the Series E Shares and Warrant Shares upon exercise of the Warrantsor Warrants Shares. Notwithstanding anything herein to the contrary, if after six months 180 days from the Initial Closingoriginal issuance date, a holder is the Purchasers are not permitted to convert the Series E Shares or Notes and exercise of the Warrants, Warrants in full, full for any reasonreason (other than pursuant to restrictions set forth in this Agreement, 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 into Conversion Shares or exerciseexercise of Warrants.

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Charter, 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 shares of Common Stock receivable upon conversion of the Series E C Shares or exercise of the Warrants above the conversion price of the Series E C Shares, or Warrant Exercise 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 C Shares and Warrant Shares upon exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Initial Closing, a holder is not permitted to convert the Series E C Shares or exercise the Warrants, in full, for any reason, 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 Charter, 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 shares of Common Stock receivable upon conversion of the Series E Shares or exercise of the Warrants above the conversion price of the Series E Shares, or Warrant Exercise 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 exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Initial Closing, a holder is not permitted to convert the Series E Shares or exercise the Warrants, in full, for any reason, 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.. (Signature Pages Follow)

Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Charter, 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 shares of Common Stock receivable upon conversion of the Series E A Shares or exercise of the Warrants above the conversion price of the Series E A Shares, or Warrant Exercise 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 A Shares and Warrant Shares upon exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six (6) months from the Initial Closing, a holder is not permitted to convert the Series E A Shares or exercise the Warrants, in full, for any reason, 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 Charter, 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 shares of Common Stock receivable upon conversion of the Series E C Shares or exercise of the Warrants above the conversion price of the Series E C Shares, or Warrant Exercise 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 exercise of the WarrantsC Shares. Notwithstanding anything herein to the contrary, if after six months from the Initial Closing, a holder is not permitted to convert the Series E Shares or exercise the WarrantsC Shares, in full, for any reason, 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 Chartercharters, 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 shares of Common Stock receivable upon conversion of the Series E Shares Notes or Additional Notes or exercise of the Warrants above the conversion price of the Series E SharesNote Conversion Price, or Warrant Exercise 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 Notes or Additional Notes and Warrant Shares upon exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Initial ClosingOriginal Issuance Date as such term is defined in the Notes and Additional Notes, a holder Purchaser is not permitted to convert the Series E Shares Note or Additional Note or exercise the Warrants, in full, for any reason, 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 Charter, 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 shares of Common Stock receivable upon conversion of the Series E G Shares or exercise of the Warrants above the conversion price of the Series E G Shares, or Warrant Exercise 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 G Shares and Warrant Shares upon exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Initial Closing, a holder is not permitted to convert the Series E G Shares or exercise the Warrants, in full, for any reason, 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 Charter, 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 shares of Common Stock receivable upon conversion of the Series E D Shares or exercise of the Warrants above the conversion price of the Series E D Shares, or Warrant Exercise 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 D Shares and Warrant Shares upon exercise of the Warrants. Notwithstanding anything herein to the contrary, if after six months from the Initial Closing, a holder is not permitted to convert the Series E D Shares or exercise the Warrants, in full, for any reason, 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 Charter, 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 shares of Common Stock receivable upon conversion of the Series E D Shares or exercise of the Warrants above the conversion price of the Series E D Shares, or Warrant Exercise 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 exercise of the WarrantsD Shares. Notwithstanding anything herein to the contrary, if after six months from the Initial Closing, a holder is not permitted to convert the Series E Shares or exercise the WarrantsD Shares, in full, for any reason, 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.