Common use of Covenant to Reserve Shares for Issuance on Exercise Clause in Contracts

Covenant to Reserve Shares for Issuance on Exercise. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities or its authorized and issued Warrant securities held in its Treasury, solely for the purpose of issue upon exercise of Warrants, the full number of Warrant Securities, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, all shares of [Common] [Preferred] Stock which shall be so issuable shall be duly and validly issued and fully paid and nonassessable. [The Company hereby authorizes and directs its current and future transfer agents for the shares of [Common] [Preferred] Stock and for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes and will provide or otherwise make available any cash which may be payable as provided in this Article II.] The Company covenants that if any shares of [Common] [Preferred] Stock required to be reserved for purposes of exercise of Warrants require, under any federal or state law or rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exercise, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered, approved or listed on the relevant national securities exchange, as the case may be; provided, however, that in no event shall such shares of [Common] [Preferred] Stock be issued, and the Company is hereby authorized to suspend the exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of [Common] [Preferred] Stock upon the exercise or conversion of Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Covenant to Reserve Shares for Issuance on Exercise. (a) The Board of Directors has authorized and will reserve for issuance such number of shares of Common Stock as the Board of Directors believes will be issuable upon the exercise of all outstanding Warrants for shares of Common Stock (assuming, for purposes of this covenant, that Full Physical Settlement applies to all Warrants exercised hereunder). The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities or its authorized and issued Warrant securities held in its Treasury, solely for the purpose of issue upon exercise of Warrants, the full number of Warrant Securities, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, all shares of [Common] [Preferred] Common Stock which that shall be so issuable shall be duly and validly issued and issued, fully paid and nonassessable. [non-assessable. (b) The Company hereby authorizes agrees to authorize and directs direct its current and future transfer agents for the Common Stock to reserve for issuance the number of shares of [Common] [Preferred] Common Stock and for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purposespecified in this Section 5.12. The Company will supply such shall instruct the transfer agents with duly executed agent to deliver to the Warrant Agent, upon written request from the Warrant Agent substantially in the form of Exhibit F (or as separately agreed between the Warrant Agent and the transfer agent), stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. The Company shall pay to the Warrant Agent, as agent for such purposes and will provide or otherwise make available the Warrantholders, any cash which Cash that may be payable as provided in this Article II.] The 5. Promptly after the date of expiration of Warrants, the Warrant Agent shall certify to the Company covenants that if any the aggregate Number of Warrants then outstanding, and thereafter no shares of [Common] [Preferred] Stock shall be required to be reserved for purposes in respect of exercise such Warrants. (c) If, prior to the Distribution Date, the Common Stock has been registered under Section 12(b) of Warrants require, under any federal or state law or rule or regulation of any the Exchange Act and listed on a national securities exchange, registration with or approval the Company shall use its reasonable best efforts to apply and cause to have listed on such exchange as of any governmental authoritythe Distribution Date the Warrants and, or listing on any national securities exchange before such shares may be issued upon exercisesubject to notice of issuance (if any), the Company will in good faith shares of Common Stock issued and/or issuable upon exercise of the Warrants. If, as of the Distribution Date, the Common Stock has not yet been registered under Section 12(b) of the Exchange Act and as expeditiously as possible endeavor to cause such shares to be duly registered, approved or listed on the relevant a national securities exchange, as the case may be; providedCompany shall use its reasonable best efforts to apply and cause to have listed on a national securities exchange the Warrants and, howeversubject to notice of issuance (if any), that in no event shall such the shares of [Common] [Preferred] Common Stock be issued, and the Company is hereby authorized to suspend the issued and/or issuable upon exercise of all the Warrants as soon as reasonably practicable following the date on which the Common Stock is registered under Section 12(b) of the Exchange Act and listed on a national securities exchange. Upon any such listing of the Warrants and, subject to notice of issuance (if any), the shares of Common Stock issued and/or issuable upon exercise of the Warrants, for so long as the period during which such registration, approval or listing Common Stock is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect registered under Section 12(b) of the Exchange Act and listed on a national securities exchange, the Company shall use its reasonable efforts to cause the Warrants and, subject to notice of issuance or delivery (if any), the shares of Common Stock issued and/or issuable upon exercise of the Warrant Certificates or of any shares of [Common] [Preferred] Stock upon the exercise or conversion of Warrants. The Company shall not, however, to be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until any listed on such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is dueexchange.

Covenant to Reserve Shares for Issuance on Exercise. (a) The Board of Directors has authorized and will reserve for issuance such number of shares of Common Stock as the Board of Directors believes will be issuable upon the exercise of all outstanding Warrants for shares of Common Stock (assuming, for purposes of this covenant, that Full Physical Settlement applies to all Warrants exercised hereunder). The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities or its authorized and issued Warrant securities held in its Treasury, solely for the purpose of issue upon exercise of Warrants, the full number of Warrant Securities, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, all shares of [Common] [Preferred] Common Stock which that shall be so issuable shall be duly and validly issued and issued, fully paid and nonassessable. [non-assessable. (b) The Company hereby authorizes agrees to authorize and directs direct its current and future transfer agents for the Common Stock to reserve for issuance the number of shares of [Common] [Preferred] Common Stock and for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purposespecified in this Section 5.12. The Company will supply such shall instruct the transfer agents with duly executed agent to deliver to the Warrant Agent, upon written request from the Warrant Agent substantially in the form of Exhibit F (or as separately agreed between the Warrant Agent and the transfer agent), stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. The Company shall pay to the Warrant Agent, as agent for such purposes and will provide or otherwise make available the Warrantholders, any cash which Cash that may be payable as provided in this Article II.] The 5. Promptly after the date of expiration of Warrants, the Warrant Agent shall certify to the Company covenants that if any the aggregate Number of Warrants then outstanding, and thereafter no shares of [Common] [Preferred] Stock shall be required to be reserved for purposes in respect of such Warrants. (c) The Company shall use its reasonable best efforts to apply and cause to have listed on a national securities exchange the Warrants and, subject to notice of issuance (if any), the shares of Common Stock issued and/or issuable upon exercise of the Warrants requireas soon as reasonably practicable following the date on which the Common Stock is registered under Section 12(b) of the Exchange Act and listed on a national securities exchange (other than shares of Common Stock bearing the restrictive legend set forth on Exhibit B hereto). Upon any such listing of the Warrants and, subject to notice of issuance (if any), the shares of Common Stock issued and/or issuable upon exercise of the Warrants, for so long as the Common Stock is registered under any federal or state law or rule or regulation Section 12(b) of any the Exchange Act and listed on a national securities exchange, registration with or approval the Company shall use its reasonable efforts to cause the Warrants and, subject to notice of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exerciseissuance (if any), the Company will in good faith and as expeditiously as possible endeavor to cause such shares of Common Stock issued and/or issuable upon exercise of the Warrants, to be duly registered, approved or listed on the relevant national securities such exchange, as the case may be; provided, however, that in no event shall such shares of [Common] [Preferred] Stock be issued, and the Company is hereby authorized to suspend the exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of [Common] [Preferred] Stock upon the exercise or conversion of Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Covenant to Reserve Shares for Issuance on Exercise. (a) The Board of Directors has authorized and will reserve for issuance such number of shares of Common Stock as the Board of Directors believes will be issuable upon the exercise of all outstanding Warrants for shares of Common Stock (assuming, for purposes of this covenant, that Full Physical Settlement applies to all Warrants exercised hereunder). The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities or its authorized and issued Warrant securities held in its Treasury, solely for the purpose of issue upon exercise of Warrants, the full number of Warrant Securities, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, all shares of [Common] [Preferred] Common Stock which that shall be so issuable shall be duly and validly issued and issued, fully paid and nonassessable. [non-assessable. (b) The Company hereby authorizes agrees to authorize and directs direct its current and future transfer agents for the Common Stock to reserve for issuance the number of shares of [Common] [Preferred] Common Stock and for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purposespecified in this Section 5.12. The Company will supply such shall instruct the transfer agents with duly executed agent to deliver to the Warrant Agent, upon written request from the Warrant Agent substantially in the form of Exhibit F (or as separately agreed between the Warrant Agent and the transfer agent), stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. The Company shall pay to the Warrant Agent, as agent for such purposes and will provide or otherwise make available the Warrantholders, any cash which Cash that may be payable as provided in this Article II.] The 5. Promptly after the date of expiration of Warrants, the Warrant Agent shall certify to the Company covenants that if any the aggregate Number of Warrants then outstanding, and thereafter no shares of [Common] [Preferred] Stock shall be required to be reserved for purposes in respect of exercise of Warrants require, under any federal or state law or rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing such Warrants. (c) The Company shall use its reasonable best efforts to apply and cause to have listed on any a national securities exchange before such shares may be issued upon exercisethe Warrants and, subject to notice of issuance (if any), the Company will in good faith shares of Common Stock issued and/or issuable upon exercise of the Warrants as soon as reasonably practicable following the date on which the Common Stock is registered under Section 12(b) of the Exchange Act and as expeditiously as possible endeavor to cause such shares to be duly registered, approved or listed on the relevant a national securities exchange, as the case may be; provided, however, that in no event shall such exchange (other than shares of [Common] [Preferred] Common Stock be issued, and bearing the Company is hereby authorized to suspend the exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of [Common] [Preferred] Stock upon the exercise or conversion of Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is duerestrictive legend set forth on Exhibit B hereto).

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company covenants that it will at all times through 5:00 p.m. New York time on the Expiration Date (or, if the Expiration Date shall not be a Business Day, then on the next-succeeding Business Day) reserve and keep available out of its authorized but unissued Warrant Securities shares or its authorized and issued Warrant securities shares held in its Treasurytreasury or a combination thereof of Common Stock, solely for the purpose of issue upon exercise of WarrantsWarrants as herein provided, the full number of Warrant Securitiesshares of Common Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, that all shares of [Common] [Preferred] Common Stock which that shall be so issuable shall be duly and validly issued and fully paid and nonassessable. [non-assessable. (b) The Company hereby authorizes agrees to authorize and directs direct its current and future transfer agents for the shares of [Common] [Preferred] Common Stock and for any shares of the Company's capital common stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes and will provide or otherwise make available any cash or scrip which may be payable as provided in this Article II.] The III. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company covenants that if any the aggregate number of Warrants then outstanding, and thereafter no shares of [Common] [Preferred] Stock shall be required to be reserved for purposes of exercise of Warrants require, under any federal or state law or rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exercise, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered, approved or listed on the relevant national securities exchange, as the case may be; provided, however, that in no event shall such shares of [Common] [Preferred] Stock be issued, and the Company is hereby authorized to suspend the exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of [Common] [Preferred] Stock upon the exercise or conversion of such Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Covenant to Reserve Shares for Issuance on Exercise. The Company covenants that it will at all times reserve and keep available free of preemptive or similar rights out of its authorized but and unissued Warrant Securities or its authorized and issued Warrant securities held in its TreasuryCommon Stock, solely for the purpose of issue upon exercise of WarrantsWarrants as herein provided, the full number of Warrant Securitiesshares of Common Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, that all shares of [Common] [Preferred] Common Stock which shall be so issuable shall be duly and validly issued and issued, fully paid and nonassessablenon-assessable and shall not be subject to preemptive or similar rights, and shall be free from taxes, liens, charges or security interests thereto (other than those created by holders of the Warrants or by former holders of the Warrants in their capacity as such holders) the Company and entitled to the benefit of the Registration Rights Agreement as provided therein. [The Company hereby authorizes and directs its current and future transfer agents for the shares of [Common] [Preferred] Common Stock and for any shares of the Company's ’s capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes and will provide or otherwise make available any cash which may be payable as provided in this Article II.] The IV. Promptly after the Expiration Date, the Warrant Agent shall certify to the Company covenants that if any the aggregate number of Warrants then outstanding, and thereafter no shares of [Common] [Preferred] Stock required to shall be reserved for purposes of exercise of Warrants require, under any federal or state law or rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exercise, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered, approved or listed on the relevant national securities exchange, as the case may be; provided, however, that in no event shall such shares of [Common] [Preferred] Stock be issued, and the Company is hereby authorized to suspend the exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of [Common] [Preferred] Stock upon the exercise or conversion of such Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Covenant to Reserve Shares for Issuance on Exercise. (a) The Board of Directors has authorized and will reserve for issuance such number of shares of Common Stock as the Board of Directors believes will be issuable upon the exercise of all outstanding Warrants for shares of Common Stock (assuming, for purposes of this covenant, that Full Physical Settlement applies to all Warrants exercised hereunder). The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities or its authorized and issued Warrant securities held in its Treasury, solely for the purpose of issue upon exercise of Warrants, the full number of Warrant Securities, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, all shares of [Common] [Preferred] Common Stock which that shall be so issuable shall be duly and validly issued and issued, fully paid and nonassessable. [non-assessable. (b) The Company hereby authorizes agrees to authorize and directs direct its current and future transfer agents for the Common Stock to reserve for issuance the number of shares of [Common] [Preferred] Common Stock and for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purposespecified in this Section 5.12. The Company will supply such shall instruct the transfer agents with duly executed agent to deliver to the Warrant Agent, upon written request from the Warrant Agent substantially in the form of Exhibit F (or as separately agreed between the Warrant Agent and the transfer agent), stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. The Company shall pay to the Warrant Agent, as agent for such purposes and will provide or otherwise make available the Warrantholders, any cash which Cash that may be payable as provided in this Article II.] The 5. Promptly after the date of expiration of Warrants, the Warrant Agent shall certify to the Company covenants that if any the aggregate Number of Warrants then outstanding, and thereafter no shares of [Common] [Preferred] Stock shall be required to be reserved for purposes in respect of exercise of Warrants require, under any federal such Warrants. (c) If permitted or state law or rule or regulation required by the rules of any national securities exchangeexchange or over the counter market or other domestic market on which the Common Stock is listed at any time, registration with or approval of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exerciseif any, the Company will in good faith and as expeditiously as possible endeavor shall apply to cause such shares to be duly registered, approved have listed or listed on the relevant national securities exchange, as the case may be; provided, however, that in no event shall such quoted all shares of [Common] [Preferred] Common Stock be issued, and the Company is hereby authorized to suspend the issued upon exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any Warrants (other than shares of [Common] [Preferred] Common Stock upon bearing the exercise or conversion of Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until restrictive legend set forth on Exhibit B hereto) on any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) exchange or until it has been established to the Company's satisfaction that no such tax is duemarket.

Covenant to Reserve Shares for Issuance on Exercise. (a) The Board of Directors has authorized and reserved for issuance the number of shares of Common Stock that could be initially issuable upon the exercise of all outstanding Warrants for shares of Common Stock. The Board of Directors will continue to reserve for the issuance of any additional shares of Common Stock that become issuable upon the exercise of all outstanding Warrants as a result of an adjustment made pursuant to Section 4.04 or Section 5.02 of this Agreement until the expiration date of the Warrants. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities or its authorized and issued Warrant securities held in its Treasury, solely for the purpose of issue upon exercise of Warrants, the full number of Warrant Securities, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, all shares of [Common] [Preferred] Common Stock which that shall be so issuable shall be duly and validly issued and issued, fully paid and nonassessable. [non-assessable. (b) The Company hereby authorizes agrees to authorize and directs direct its current and future transfer agents for the Common Stock to reserve for issuance the number of shares of [Common] [Preferred] Common Stock and for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purposespecified in this Section 5.12. The Company will supply such shall instruct the transfer agents with duly executed agent to deliver to the Warrant Agent, upon written request from the Warrant Agent substantially in the form of Exhibit F (or as separately agreed between the Warrant Agent and the transfer agent), stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. The Company shall pay to the Warrant Agent, as agent for such purposes and will provide or otherwise make available the Warrantholders, any cash which Cash that may be payable as provided in this Article II.] The 5. Promptly after the date of expiration of Warrants, the Warrant Agent shall certify to the Company covenants that if any the aggregate Number of Warrants then outstanding and related aggregate Number of Shares, and thereafter no shares of [Common] [Preferred] Common Stock shall be required to be reserved for purposes in respect of exercise of Warrants require, under any federal such Warrants. (c) If permitted or state law or rule or regulation required by the rules of any national securities exchangeexchange or over the counter market or other domestic market on which the Common Stock is listed at any time, registration with or approval of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exerciseif any, the Company will in good faith and as expeditiously as possible endeavor shall apply to cause such shares to be duly registered, approved have listed or listed on the relevant national securities exchange, as the case may be; provided, however, that in no event shall such quoted all shares of [Common] [Preferred] Common Stock be issued, and the Company is hereby authorized to suspend the issued upon exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any Warrants (other than shares of [Common] [Preferred] Common Stock upon bearing the exercise or conversion of Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until restrictive legend set forth on Exhibit B hereto) on any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) exchange or until it has been established to the Company's satisfaction that no such tax is duemarket.

Covenant to Reserve Shares for Issuance on Exercise. (a) The Board of Directors has authorized and reserved for issuance such maximum number of shares of Common Stock underlying all outstanding Warrants for shares of Common Stock. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities or its authorized and issued Warrant securities held in its Treasury, solely for the purpose of issue upon exercise of Warrants, the full number of Warrant Securities, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, all shares of [Common] [Preferred] Common Stock which that shall be so issuable shall be duly and validly issued and issued, fully paid and nonassessable. [non-assessable. (b) The Company hereby authorizes agrees to authorize and directs direct its current and future transfer agents for the Common Stock to reserve for issuance the number of shares of [Common] [Preferred] Common Stock and for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purposespecified in this Section 5.12. The Company will supply such shall instruct the transfer agents with duly executed agent to deliver to the Warrant Agent, upon written request from the Warrant Agent substantially in the form of Exhibit C (or as separately agreed between the Warrant Agent and the transfer agent), stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. The Company shall pay to the Warrant Agent, as agent for such purposes and will provide or otherwise make available the Warrantholders, any cash which Cash that may be payable as provided in this Article II.] The 5. Promptly after the date of expiration of Warrants, the Warrant Agent shall certify to the Company covenants that if any the aggregate Number of Warrants then outstanding, and thereafter no shares of [Common] [Preferred] Stock shall be required to be reserved for purposes in respect of such Warrants. (c) The Company shall use its reasonable best efforts to apply and cause to have listed on a national securities exchange the Warrants and, subject to notice of issuance (if any), the shares of Common Stock issued and/or issuable upon exercise of the Warrants requireas soon as reasonably practicable following the date hereof. Upon any such listing of the Warrants and, subject to notice of issuance (if any), the shares of Common Stock issued and/or issuable upon exercise of the Warrants, for so long as the Common Stock is registered under any federal or state law or rule or regulation Section 12(b) of any the Exchange Act and listed on a national securities exchange, registration with or approval the Company shall use its reasonable best efforts to cause the Warrants and, subject to notice of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exerciseissuance (if any), the Company will in good faith and as expeditiously as possible endeavor to cause such shares of Common Stock issued and/or issuable upon exercise of the Warrants, to be duly registered, approved or listed on the relevant national securities such exchange, as the case may be; provided, however, that in no event shall such shares of [Common] [Preferred] Stock be issued, and the Company is hereby authorized to suspend the exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of [Common] [Preferred] Stock upon the exercise or conversion of Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Covenant to Reserve Shares for Issuance on Exercise. (a) The Board of Directors has authorized and will reserve for issuance such number of shares of Common Stock as the Board of Directors believes will be issuable upon the exercise of all outstanding Warrants for shares of Common Stock. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities or its authorized and issued Warrant securities held in its Treasury, solely for the purpose of issue upon exercise of Warrants, the full number of Warrant Securities, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, all shares of [Common] [Preferred] Common Stock which that shall be so issuable shall be duly and validly issued and issued, fully paid and nonassessablenon-assessable. [If, at the time any Warrants are exercised, the Company does not have reserved for issuance the full number of shares of Common Stock issuable upon settlement of such Warrants, the Company shall settle such Warrants in cash, notwithstanding any notice by the Company to the contrary. (b) The Company hereby authorizes agrees to authorize and directs direct its current and future transfer agents for the shares of [Common] [Preferred] Common Stock and for any shares of the Company's capital stock ’s Common Stock issuable upon the exercise of any of the Warrants at all times to reserve such for issuance the number of shares of Common Stock specified in Section 4.05(a). The Warrant Agent is hereby authorized shares to requisition from time to time from any such transfer agent’s stock certificates (or beneficial interests thereof) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent and to otherwise comply with the Warrant Agent in connection with the delivery of Common Stock. In connection with any such requisition, the Warrant Agent shall provide such transfer agent with a requisition order in the form of Exhibit C (or as shall be requisite for such purposeseparately agreed between the Warrant Agent and the transfer agent). The Company will supply such transfer agents with duly executed stock certificates for such purposes and will provide or otherwise make available any cash or scrip which may be payable as provided in this Article II.] The 4. Promptly after the date of expiration of Warrants, the Warrant Agent shall certify to the Company covenants that if any the aggregate number of Warrants then outstanding, and thereafter no shares of [Common] [Preferred] Stock shall be required to be reserved for purposes in respect of exercise of Warrants require, under any federal such Warrants. (c) If permitted or state law or rule or regulation required by the rules of any national securities exchangeexchange or over the counter market or other domestic market on which the Common Stock is listed at any time, registration with or approval of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exerciseif any, the Company will in good faith and as expeditiously as possible endeavor shall cause to cause such shares to be duly registered, approved have listed or listed on the relevant national securities exchange, as the case may be; provided, however, that in no event shall such quoted all shares of [Common] [Preferred] Common Stock be issued, and the Company is hereby authorized to suspend the issued upon exercise of all Warrants, for the period during which such registration, approval Capped or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of [Common] [Preferred] Stock upon the exercise or conversion of Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Uncapped Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until on any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) exchange or until it has been established to the Company's satisfaction that no such tax is duemarket.

Covenant to Reserve Shares for Issuance on Exercise. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities or its authorized and issued Warrant securities Securities held in its Treasury, solely for the purpose of issue upon exercise of Warrants, the full number of Warrant Securities, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, all shares of [CommonCommon Stock] [PreferredPreferred Stock] Stock [Depositary Shares] which shall be so issuable shall be duly and validly issued and fully paid and nonassessable. [The Company hereby authorizes and directs its current and future transfer agents for the shares of [CommonCommon Stock] [PreferredPreferred Stock] Stock [Depositary Shares] and for any shares of the Company's ’s capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes and will provide or otherwise make available any cash which may be payable as provided in this Article II.] The Company covenants that if any shares of [CommonCommon Stock] [PreferredPreferred Stock] Stock [Depositary Shares] required to be reserved for purposes of exercise of Warrants require, under any federal or state law or rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exercise, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered, approved or listed on the relevant national securities exchange, as the case may be; provided, however, that in no event shall such shares of [CommonCommon Stock] [PreferredPreferred Stock] Stock [Depositary Shares] be issued, and the Company is hereby authorized to suspend the exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of [CommonCommon Stock] [PreferredPreferred Stock] Stock [Depositary Shares] upon the exercise or conversion of Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [CommonCommon Stock] [PreferredPreferred Stock] Stock [Depositary Shares] in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [CommonCommon Stock] [PreferredPreferred Stock] Stock [Depositary Shares] upon the exercise or conversion of any Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Covenant to Reserve Shares for Issuance on Exercise. (a) The Board of Directors has authorized and reserved for issuance and will at all times keep reserved for issuance such maximum number of shares of Common Stock as will be issuable upon the exercise of all outstanding Warrants from time to time. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities or its authorized and issued Warrant securities held in its Treasury, solely for the purpose of issue upon exercise of Warrants, the full number of Warrant Securities, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that, subject to payment of the Warrant Price, all shares of [Common] [Preferred] Common Stock which that shall be so issuable shall be duly and validly issued and issued, fully paid and nonassessable. [non-assessable and will be free from preemptive rights, all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). (b) The Company hereby authorizes agrees to authorize and directs direct its current and future transfer agents for the Common Stock to reserve for issuance the number of shares of [Common] [Preferred] Common Stock specified in this Section 4.10 and for any shall take all action required to increase the authorized number of shares of the Company's capital stock issuable upon Common Stock if at any time there shall be insufficient authorized but unissued shares of Common Stock to permit such reservation or to permit the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purposea Warrant. The Company will supply such shall instruct the transfer agents with duly executed agent to deliver to the Warrant Agent, upon written request from the Warrant Agent substantially in the form of Exhibit C (or as separately agreed between the Warrant Agent and the transfer agent), stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. The Company shall pay to the Warrant Agent, as agent for such purposes and will provide or otherwise make available the Warrantholders, any cash which that may be payable as provided in this Article II.] The 4. Promptly after the Expiration Date, the Warrant Agent shall certify to the Company covenants that if any the aggregate number of Warrants then outstanding, and thereafter no shares of [Common] [Preferred] Stock shall be required to be reserved for purposes of exercise of Warrants require, under any federal or state law or rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exercise, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered, approved or listed on the relevant national securities exchange, as the case may be; provided, however, that in no event shall such shares of [Common] [Preferred] Stock be issued, and the Company is hereby authorized to suspend the exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of [Common] [Preferred] Stock upon the exercise or conversion of such Warrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or conversion or delivery of Certificates for shares of [Common] [Preferred] Stock in a name other than that of the registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificates for shares of [Common] [Preferred] Stock upon the exercise or conversion of any Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.