Common use of Dilutive Effect Clause in Contracts

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designation and its obligation obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Debenture and the number of Warrant Shares issuable upon exercise of the Warrants Warrant, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Debenture in accordance with this Agreement and the Convertible Debentures Debenture and its obligation to issue the Warrant Shares upon the exercise of the Warrants Warrant in accordance with this Agreement and the Warrants, in each case, Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Debentures, and the number of Warrant Shares issuable upon exercise of the Warrants Warrants, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that that, subject to the terms and conditions of the Transaction Documents, its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Preferred Shares and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Debenture and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Debenture in accordance with its terms and this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and Preferred Shares, and, the Warrant Shares issuable upon exercise of the Warrants Warrants, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion pursuant to terms of the Convertible Debentures Notes and the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion or redemption of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion or redemption of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon the exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion pursuant to terms of the Convertible Debentures Notes and the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue (i) Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the (ii) Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Common Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures and its obligation to issue Certificate of Designations, the Warrant Preferred Shares upon exercise of the Preferred Warrants in accordance with this Agreement and the WarrantsPreferred Warrants and the Warrant Common Shares upon exercise of the Common Warrants in accordance with this Agreement and the Common Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the number of Warrant Shares issuable upon exercise of the Warrants Warrants, in each case, pursuant to the terms thereof, will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants are, in each case, is absolute and unconditional regardless of the dilutive effect that any such issuance issuances may have on the percentage ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares, and the number of Warrant Shares issuable upon exercise of the Warrants Warrants, pursuant to the respective terms thereof, will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures Preferred Shares and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement Agreement, the Certificate of Designations and the WarrantsWarrant, as applicable, are, in each case, is absolute and unconditional regardless of the dilutive effect that any such issuance issuances may have on the percentage ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and Preferred Shares, and, the Warrant Shares issuable upon exercise of the Warrants Warrants, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and/or Warrant Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon Debenture and/or exercise of the Warrants thew Warrant will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to Debenture or issue the Warrant Shares upon exercise of the Warrants Warrant in accordance with this Agreement Agreement, the Convertible Debenture and the Warrants, in each case, Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes will increase in certain circumstances. The Company understands and acknowledges that the number of Warrant Shares issuable upon exercise or conversion of the Purchase Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement Notes and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise or conversion of the Purchase Warrants in accordance with this Agreement Agreement, the Convertible Notes and the Warrants, in each case, Purchase Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares (other than the number of Pre-Delivery Shares, which is not subject to increase, but does not limit any other Conversion Shares issuable upon conversion of pursuant to the Convertible Debentures Notes) and the Warrant Shares issuable upon exercise of the Warrants will may increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement Agreement, the Notes and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that subject to receipt of Shareholder Approval, its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion pursuant to the terms of the Convertible Debentures Notes and the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and Preferred Shares, and, the Warrant Shares issuable upon exercise of the Warrants Warrants, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares and the Dividend Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes, the number of Interest Shares issuable pursuant to the terms of the Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and --------------- acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designation and its obligation obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.. (ff)

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion pursuant to the terms of the Convertible Debentures Certificate of Designations and the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue (i) Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the (ii) Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants are, in each case, is subject to the terms and conditions set forth therein, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement Agreement, the Indenture and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Warrant Agent Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Notes, if any, Warrant Shares issuable upon the exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Notes, if any, Warrant Shares upon the exercise of the Warrants in accordance with this Agreement Agreement, the Convertible Notes Indenture, and the Convertible Notes, if any, and the Warrants, in each caseas applicable, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Debenture and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Debenture in accordance with this Agreement and the Convertible Debentures Debenture and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that that, subject to the terms and conditions of the Transaction Documents, its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Preferred Shares and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this the Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the number of Warrant Shares issuable upon exercise of the Warrants will increase under the circumstances set forth in certain circumstancesthe Debentures and the Warrant Agreement. The Company further acknowledges that its obligation obligations to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement Agreement, the Debentures and the WarrantsWarrant Agreement (subject to the terms and conditions thereof), in each caseas the case may be, is are absolute and unconditional regardless of the dilutive effect that such issuance issuances may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and, the Convertible Notes and the WarrantsWarrants are, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Initial Preferred Shares in accordance with this Agreement, the Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Certificate of Designations in accordance with this Agreement and the Convertible Debentures Preferred Warrants and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement Agreement, the Preferred Shares, the Preferred Warrants and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures and its obligation to issue Statement of Designations, the Warrant RD Additional Preferred Shares issuable upon exercise of the RD Warrants in accordance with the RD Warrants and this Agreement and the PIPE Preferred Shares issuable upon exercise of the PIPE Warrants in accordance with this Agreement and the WarrantsPIPE Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion pursuant to terms of the Convertible Debentures Notes and the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the number of Warrant Shares issuable upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes, the Preferred Stock and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes, its obligation to issue Conversion Shares upon conversion of the Preferred Stock in accordance with this Agreement and the Certificate of Designation and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrant is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Default Warrant Shares issuable upon exercise of the Default Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Default Warrant Shares upon exercise of the Default Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Series H Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Series H Preferred Shares in accordance with this Agreement and the Convertible Debentures Series H Preferred Shares and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Series C Preferred Shares will increase in certain circumstances and that the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares and the Warrants upon conversion of the Convertible Debentures Series C Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the number of Warrant Shares issuable upon exercise of the Warrants Warrants, in each case, pursuant to the terms thereof, will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue (i) Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the (ii) Warrant Shares upon exercise pursuant to the terms of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that any such issuance issuances may have on the percentage ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstancescircumstances as set forth in the Indenture or Warrants, as the case may be. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement Agreement, the Indenture and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company, subject to the provisions of the Transaction Documents and applicable law.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Articles of Amendment and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon conversion of the Debentures and the exercise of the Warrants Make-Whole Warrants, respectively, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures and the Warrant Shares upon exercise of the Make-Whole Warrants, in accordance with this Agreement and the Convertible respective terms of the Debentures and its obligation to issue the Warrant Shares upon exercise of the Make-Whole Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Buyer Warrant Shares issuable upon exercise of the Buyer Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement Agreement, the Indenture and the Convertible Debentures Notes and its obligation to issue the Buyer Warrant Shares upon exercise of the Buyer Warrants in accordance with this Agreement and the WarrantsBuyer Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and Preferred Shares, and, the Warrant Shares issuable upon exercise of the Warrants Warrants, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares, all in accordance with this Agreement and the Convertible Debentures Certificate of Designations and subject to the limitations set forth therein, and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the CompanyCompany and subject to the limitations set forth therein.

Dilutive Effect. The Company Holdings understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company Holdings further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this the Securities Purchase Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this the Securities Purchase Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect effect, which may be substantial, that such issuance may have on the ownership interests of other stockholders of the CompanyHoldings.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the number of Warrant Shares issuable upon exercise of the Warrants and the number of Interest Shares issuable pursuant to the terms of the Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes, the Company’s option to issue the Repayment Shares and Interest Shares in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and/or the Preferred Stock and the number of Warrant Shares issuable upon exercise of the Warrants Warrants, in each case, pursuant to the terms thereof, will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants are, in each case, is absolute and unconditional regardless of the dilutive effect that any such issuance issuances may have on the percentage ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares, Dividend Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations, the Dividend Shares in accordance with this Agreement and the Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsPreferred Shares and the Warrants are, in each case, is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Debenture and the number of Warrant Shares issuable upon exercise of the Warrants Warrant, if the Warrant is issued, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Debenture in accordance with this Agreement and the Convertible Debentures Debenture and its obligation to issue the Warrant Shares upon the exercise of the Warrants Warrant in accordance with this Agreement and the Warrants, in each case, Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion pursuant to terms of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise pursuant to the terms of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designation and its obligation obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares will increase in certain circumstances and that the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations, and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of not limited by the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Subject to the provisions of the Certificate of Designations and the Warrants, the Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the --------------- number of Conversion Shares issuable upon conversion of the Convertible Debentures and the and/or Default Warrant Shares issuable upon exercise of the Warrants Notes and/or Default Warrants, as applicable, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Default Warrant Shares upon exercise of the Default Warrants in accordance with this Agreement the Notes and the WarrantsDefault Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Series C Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Series C Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation obligations to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants Warrant, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures and Warrant Shares issuable upon exercise of the Warrant in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designation and its obligation obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Debentures, the Company’s option to issue the Repayment Shares and Interest Shares in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that that, subject to the terms and conditions of the Transaction Documents, its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Preferred Shares and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this the Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.. -13-

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Common Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures and its obligation to issue Preferred Certificates of Designations, the Warrant Preferred Shares upon exercise of the Preferred Warrants in accordance with this Agreement and the WarrantsPreferred Warrants and the Warrant Common Shares upon exercise of the Common Warrants in accordance with this Agreement and the Common Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Amendment and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that that, subject to the terms and conditions of the Transaction Documents, its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Preferred Shares and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that --------------- the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion and redemption of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion and redemption of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Articles Supplementary and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company. The Company and its Board of Directors believe that the transactions contemplated by the Transaction Documents are in the best interest of the Company and its stockholders.

Dilutive Effect. The Company understands and acknowledges that --------------- the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designation and its obligation obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants Warrant will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares issuable upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Senior Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Senior Debentures in accordance with this Agreement and the Convertible Senior Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is (subject to the receipt of any necessary Stockholder Approval), in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Common Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures and its obligation to issue Certificate of Designations, the Warrant Preferred Shares upon exercise of the Preferred Warrants in accordance with this Agreement and the Preferred Warrants, and the Warrant Common Shares upon exercise of the Common Warrants in accordance with this Agreement and the Common Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will may increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designation and its obligation obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants Warrant will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designation and its obligation obligations to issue the Warrant Shares upon the exercise of the Warrants Warrant in accordance with this Agreement and the WarrantsWarrant, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement Agreement, the Debentures and the WarrantsWarrants (subject to the terms and conditions thereof), in each caseas the case may be, is are absolute and unconditional regardless of the dilutive effect that such issuance issuances may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that --------------- the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement Preferred Shares and the Convertible Debentures and its obligation to issue the Warrant Shares issuable upon exercise of the Warrants in accordance with this Agreement Agreement, the Warrant and the Warrants, in each case, Articles of Amendment is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that --------------- the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that that, subject to such limitations as are expressly set forth in the Transaction Documents, its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Statement of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion conversions of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Statement of Rights and Preferences and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, subject to the terms and conditions of the applicable Transaction Documents, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Notes and the Buyer Warrant Shares issuable upon exercise of the Buyer Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the Buyer Warrant Shares upon exercise of the Buyer Warrants in accordance with this Agreement and the WarrantsBuyer Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise pursuant to terms of the Notes and the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue (i) Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Notes in accordance with this Agreement and the Convertible Debentures Notes and its obligation to issue the (ii) Warrant Shares upon exercise pursuant to the terms of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Junior Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Junior Debentures in accordance with this Agreement and the Convertible Junior Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges --------------- that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Convertible Debentures Series C Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants Warrants, respectively, will increase in certain circumstances. The Company further acknowledges and agrees that its obligation to issue Conversion Shares and Warrant Shares upon conversion of the Convertible Debentures Series C Preferred Shares and exercise of the Warrants, respectively, in accordance with this Agreement and Agreement, the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise Certificate of the Warrants in accordance with this Agreement Designations, and the Warrants, in each caseas applicable, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Common Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures and its obligation to issue Certificate of Designations, the Warrant Preferred Shares upon exercise of the Preferred Warrants in accordance with this Agreement and the Preferred Warrants and the Warrant Common Shares upon exercise of the Common Warrants in accordance with this Agreement and the Common Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that that, subject to the terms and conditions of the Transaction Documents, its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the --------------- number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designation and its obligation obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Common Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares upon conversion pursuant to the terms of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures and its obligation to issue Certificate of Designations, the Warrant Preferred Shares upon exercise of the Preferred Warrants in accordance with this Agreement and the WarrantsPreferred Warrants and the Warrant Common Shares upon exercise of the Common Warrants in accordance with this Agreement and the Common Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Designations, and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of not limited by the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the number of Warrant Shares issuable upon exercise of the Warrants Warrants, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the number of Warrant Shares issuable upon exercise of the Warrants Warrant, will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures Debenture and its obligation to issue the Warrant Shares upon the exercise of the Warrants Warrant in accordance with this Agreement and the Warrants, in each case, Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges ---------------- that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures Preferred Shares and the Warrant Shares issuable issued upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that that, subject to such limitations as are expressly set forth in the Transaction Documents, its obligation to issue Conversion Shares upon conversion of the Convertible Debentures Preferred Shares in accordance with this Agreement and the Convertible Debentures Certificate of Determination and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the WarrantsWarrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.