Common use of Covenants as to Exercise Shares Clause in Contracts

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, the number of authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company will promptly take such corporate action as shall be necessary to increase its authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common Stock, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included herein.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that (i) all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free issued without violation of any preemptive or similar rights of any stockholder, and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If , and issued without violation by the Class A Common Stock or the class of securities Company of any other Exercise Shares is then listed applicable law or quoted on a national securities exchangegovernmental regulation, the National Market System and (ii) this Warrant is, and any Warrant issued in substitution for or the Small Cap Marketreplacement of this Warrant shall be, all such Exercise Shares upon issuance shall also be so listed or quotedissuance, duly authorized and validly issued. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrantreserved, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class series of equity securities of any other comprising the Exercise Shares to provide for the exercise in full of the rights represented by this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant. If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or such series of the class of Company’s equity securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant, the Company will promptly take such corporate action as shall may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock or such series of the class of Company’s equity securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants shall pay all expenses of any legal and agrees that if any shares other advisors to the Company in connection with the issuance or delivery of capital stock to be reserved for the purpose Exercise Shares. The Company, upon reasonable request of the issuance of such shares upon Holder, shall, as promptly as practicable, inform the exercise of this Warrant require registration with or approval Holder as to whether the Company is aware of any governmental authority under any Federal applicable transfer taxes that are payable in connection with the issuance or state law before such shares may be validly issued or delivered upon exercise, then delivery of Exercise Shares and the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result amount of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common Stock, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included hereinsuch applicable transfer taxes.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly validly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company will promptly take such corporate action as shall be necessary to increase its authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common Stock, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included herein. (c) The Company shall provide to each Holder the information contained in Section 5.1 of the Loan Agreement (as defined in Section 3.4(l) below), in the manner and time periods required by such Section. (d) Without prior written consent of the holders of Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Warrants, the Company shall not permit World Airways Parts Company LLC or any other "significant subsidiary" (as defined by Rule 1-02(w) of Regulation S-X under the Securities Act or any successor rule) to issue or grant (i) any capital stock or equity ownership interest, including any Participating Security; (ii) any rights, options, warrants or convertible security that is exercisable for or convertible into any capital stock or other equity ownership interest, including any Participating Security; or (iii) any stock appreciation rights, phantom stock rights, or any other profit participation rights, or any rights or options to acquire any such rights, in each case of clauses (i), (ii) and (iii) above, to any Person other than the Company or its wholly-owned subsidiaries. (e) Without prior written consent of the holders of Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Warrants, the Company shall not make grants of shares of restricted Common Stock or options, warrants or other rights to purchase Common Stock or other stock-based awards to employees, officers or directors of, or consultants or advisors to, the Company pursuant to the Plans from the date hereof through December 31, 2004 covering shares in excess of 1,000,000 shares. Without prior written consent of the holders of Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Warrants, the Company shall not reprice any of the options outstanding as of the date hereof, other than as a result of a stock split, consolidation or other recapitalization or reorganization. (f) Until the later of (i) the date as of which the Holder may sell all of the Exercise Shares without restriction pursuant to Rule 144(k) under the Securities Act, or any successor rule, and (ii) the last date on which any of the Warrants remain outstanding, the Company shall timely file all reports required to be filed with the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act, other than as a result of a merger or consolidation of the Company where (i) the Company is not the surviving entity, or (ii) the Company is the surviving entity but its Common Stock is exchanged in its entirety for cash or securities of another Person.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly validly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company will promptly take such corporate action as shall be necessary to increase its authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common Stock, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included herein. (c) The Company shall provide to each Holder the information contained in Section 5.1 of the Loan Agreement (as defined in Section 3.4(l) below), in the manner and time periods required by such Section. (d) Without prior written consent of the holders of Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Warrants, the Company shall not permit World Airways, Inc, a Delaware corporation ("World Airways"), World Airways Parts Company LLC or any other "significant subsidiary" (as defined by Rule 1-02(w) of Regulation S-X under the Securities Act or any successor rule) to issue or grant (i) any capital stock or equity ownership interest, including any Participating Security; (ii) any rights, options, warrants or convertible security that is exercisable for or convertible into any capital stock or other equity ownership interest, including any Participating Security; or (iii) any stock appreciation rights, phantom stock rights, or any other profit participation rights, or any rights or options to acquire any such rights, in each case of clauses (i), (ii) and (iii) above, to any Person other than the Company or its wholly-owned subsidiaries. (e) Without prior written consent of the holders of Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Warrants, the Company shall not reprice any of the options outstanding as of the date hereof, other than as a result of a stock split, consolidation or other recapitalization or reorganization. (f) Until the later of (i) the date as of which the Holder may sell all of the Exercise Shares without restriction pursuant to Rule 144(k) under the Securities Act, or any successor rule, and (ii) the last date on which any of the Warrants remain outstanding, the Company shall timely file all reports required to be filed with the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act, other than as a result of a merger or consolidation of the Company where (i) the Company is not the surviving entity, or (ii) the Company is the surviving entity but its Common Stock is exchanged in its entirety for cash or securities of another Person.

Covenants as to Exercise Shares. (a) The Each of the Trust and the Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessablenonassessable in the case of Common Shares, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof. If the Class A class of the Common Stock Equity Securities or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Each of the Trust and the Company further covenants and agrees that the Company it will, at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of units or shares of its Class A Common Stock Equity Securities or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, the number of authorized but unissued units or shares of Class A Common Stock Equity Securities or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company Trust or the Company, as the case may be, will promptly take such corporate or limited partnership action as shall be necessary to increase its authorized but unissued units or shares of Class A Common Stock Equity Securities or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Each of the Trust and the Company covenants and agrees that if any units or shares of Common Equity Securities or any other class of capital stock to be reserved for the purpose of the issuance of such units or shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such units or shares may be validly issued or delivered upon exercise, then the Company Trust or the Company, as the case may be, will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than units or shares of Class A Common StockEquity Securities, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and each of the Trust and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common StockEquity Securities, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common StockEquity Securities" with the term "Exercise Shares" and adjustments of any formula included herein. (c) To the extent that the Trust and/or the Company are subject to the reporting requirements of the Exchange Act at any time during the Exercise Period, the Trust's and/or the Company's filings under the Exchange Act will comply, during the Exercise Period, in all material respects as to form with the Exchange Act and the rules and regulations thereunder. If required pursuant to Regulation D under the Securities Act or any successor regulation thereto, the Trust or the Company, as the case may be, shall timely file a Form D in respect of the issuance of this Warrant and the issuance of the Exercise Shares. (d) Until the later of (i) the date as of which a Holder may sell all of the Exercise Shares without restriction pursuant to Rule 144(k) under the Securities Act, or any successor rule, and (ii) the last date on which any of the Warrants remain outstanding, to the extent that the Trust and/or the Company are subject to the reporting requirements of the Exchange Act prior to such date, the Trust and/or the Company shall timely file all reports required to be filed with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act, and the Trust and/or the Company shall not terminate its status as an issuer required to file reports under the Exchange Act other than as a result of a merger or consolidation of the Trust and/or the Company where the Trust or the Company is not the surviving entity.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly validly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company will promptly take such corporate action as shall be necessary to increase its authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common Stock, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included herein. (c) The Company shall provide to each Holder the information contained in Section 5.1 of the Loan Agreement (as defined in Section 3.4(l) below), in the manner and time periods required by such Section. (d) Without prior written consent of the holders of Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Warrants, the Company shall not permit World Airways Parts Company LLC or any other "significant subsidiary" (as defined by Rule 1-02(w) of Regulation S-X under the Securities Act or any successor rule) to issue or grant (i) any capital stock or equity ownership interest, including any Participating Security; (ii) any rights, options, warrants or convertible security that is exercisable for or convertible into any capital stock or other equity ownership interest, including any Participating Security; or (iii) any stock appreciation rights, phantom stock rights, or any other profit participation rights, or any rights or options to acquire any such rights, in each case of clauses (i), (ii) and (iii) above, to any Person other than the Company or its wholly-owned subsidiaries. (e) Without prior written consent of the holders of Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Warrants, the Company shall not make grants of shares of restricted Common Stock or options, warrants or other rights to purchase Common Stock or other stock-based awards to employees, officers or directors of, or consultants or advisors to, the Company pursuant to the Plans from the date hereof through August 23, 2004 covering shares in excess of 1,000,000 shares. Without prior written consent of the holders of Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Warrants, the Company shall not reprice any of the options outstanding as of the date hereof, other than as a result of a stock split, consolidation or other recapitalization or reorganization. (f) Until the later of (i) the date as of which the Holder may sell all of the Exercise Shares without restriction pursuant to Rule 144(k) under the Securities Act, or any successor rule, and (ii) the last date on which any of the Warrants remain outstanding, the Company shall timely file all reports required to be filed with the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act, other than as a result of a merger or consolidation of the Company where (i) the Company is not the surviving entity, or (ii) the Company is the surviving entity but its Common Stock is exchanged in its entirety for cash or securities of another Person.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrantreserved, free from preemptive rights, a sufficient number of shares of its Class A Series B Stock and Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of the rights represented by this Warrant (without taking and the conversion of the Series B Stock into account any possible exercise pursuant to Section 2.2 hereof)Common Stock. If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Series B Stock or the class of securities of any other Exercise Shares Common Stock, as applicable, shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant, the Company will promptly take such corporate action as shall may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Series B Stock or Common Stock or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. Rights under the Investor Rights Agreement. The Company covenants and agrees that if any shares of capital stock Holder shall be entitled to be reserved for registration rights with respect to the purpose of Exercise Shares, or the issuance of such shares Common Stock issuable upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approvalconversion thereof, as set forth in that certain Investors’ Rights Agreement, dated as of April 1, 2010, a true and complete copy of which is attached hereto as Appendix I (the case “Investor Rights Agreement”), as such may be. from time to time be amended, for purposes of Sections 1 (b) In with the event that at any time, including as a result of any provision exception of Section 5, the 1.2) and 3 only. The Exercise Shares shall include any shares or also be deemed “Registrable Securities” as that term is defined in the Investor Rights Agreement, and the Holder shall be deemed a “Holder,” subject to all of the rights and obligations thereunder, in each case only for the purposes of those sections listed above. The Holder shall perform such steps as are required by the Company to make it a party to the Investor Rights Agreement as described in this Section 3.2. The Company agrees that no amendments will be made to the Investor Rights Agreement which would have an adverse impact on Holder’s registration rights thereunder different from the impact on the rights of other securities other than shares Holders (as defined in the Rights Agreement) of Class A Common Stock, or any other property or assets, the terms Company’s stock without the consent of Holder. By acceptance of this Warrant shall be modified or supplemented (in the absence of express written documentation thereofWarrant, Holder shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable party to the provisions of this Warrant as they apply to Investor Rights Agreement solely for the Class A Common Stock, the rights purposes of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included hereinabove-mentioned registration rights.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that (i) all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free issued without violation of any preemptive or similar rights of any stockholder, and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If , and issued without violation by the Class A Common Stock or the class of securities Company of any other Exercise Shares is then listed applicable law or quoted on a national securities exchangegovernmental regulation, the National Market System and (ii) this Warrant is, and any Warrant issued in substitution for or the Small Cap Marketreplacement of this Warrant shall be, all such Exercise Shares upon issuance shall also be so listed or quotedissuance, duly authorized and validly issued. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrantreserved, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class series of equity securities of any other comprising the Exercise Shares to provide for the exercise in full of the rights represented by this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant. If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or such series of the class of Company’s equity securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant, the Company will promptly take such corporate action as shall may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock or such series o f the class of Company’s equity securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants shall pay all expenses of any legal and agrees that if any shares other advisors to the Company in connection with the issuance or delivery of capital stock to be reserved for the purpose Exercise Shares. The Company, upon reasonable request of the issuance of such shares upon Holder, shall, as promptly as practicable, inform the exercise of this Warrant require registration with or approval Holder as to whether the Company is aware of any governmental authority under any Federal applicable transfer taxes that are payable in connection with the issuance or state law before such shares may be validly issued or delivered upon exercise, then delivery of Exercise Shares and the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result amount of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common Stock, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included hereinsuch applicable transfer taxes.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, The Company will take all actions as may be necessary to assure that such Exercise Shares may be issued as provided herein without violation of any applicable law or regulation, of any requirements of any securities exchange or automated quotation system upon issuance shall also which the Common Stock (or shares of such class and/or series of the Company’s equity securities comprising the Exercise Shares) may be so listed or quotedof any contract to which the Company or any of its subsidiaries is bound. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, Period have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class series of equity securities of any other comprising the Exercise Shares to provide for the exercise in full of the rights represented by this Warrant (without taking into account Warrant. The issuance of the Exercise Shares will not be subject to any possible exercise pursuant to Section 2.2 hereof)preemptive rights that have not been properly complied with or waived. If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A the Common Stock (or shares of such class and/or series of the class of Company’s equity securities of any other comprising the Exercise Shares Shares) shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant, the Company will promptly take such corporate action as shall may, in the opinion of its counsel (and after reasonable consultation with the Holder), be necessary to increase its authorized but unissued shares of Class A Common Stock (or shares of such class and/or series of the class of Company’s equity securities of any other comprising the Exercise Shares Shares) to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common Stock, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included herein.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly validly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company will promptly take such corporate action as shall be necessary to increase its authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common Stock, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included herein. (c) The Company's filings under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), will comply in all material respects as to form with the Exchange Act and the rules and regulations thereunder. (d) Without prior written consent of the holders of Loan Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Loan Warrants, the Company shall not permit any Significant Subsidiary (as defined by Rule 1-02(w) of Regulation S-X under the Securities Act or any successor rule) to issue or grant (i) any capital

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, Period have authorized and reserved solely for purposes of the exercise of this Warrantreserved, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of the rights represented by this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant. If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereofan “Authorized Share Failure”), the Company will promptly take all such corporate action actions as shall may be necessary to increase its authorized but unissued shares of Class A Common Stock (or the class of other securities of any other Exercise Shares as provided herein) to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for Without limiting the purpose generality of the issuance foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than one hundred and twenty (120) days after the occurrence of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exerciseAuthorized Share Failure, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common Stock, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to preserve, solicit its stockholders’ approval of such increase in a manner authorized shares of Common Stock and on terms as nearly equivalent as practicable to cause its board of directors to recommend to the provisions stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of this Warrant as they apply an Authorized Share Failure, the Company is able to obtain the Class A written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" Company may satisfy this obligation by obtaining such consent and submitting for filing with the term "Exercise Shares" and adjustments of any formula included herein.SEC an Information Statement on Schedule 14C.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly validly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company will promptly take such corporate action as shall be necessary to increase its authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common Stock, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included herein. (c) The Company's filings under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), will comply in all material respects as to form with the Exchange Act and the rules and regulations thereunder. (d) Without prior written consent of the holders of Loan Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Loan Warrants, the Company shall not permit any Significant Subsidiary (as defined by Rule 1-02(w) of Regulation S-X under the Securities Act or any successor rule) to issue or grant (i) any capital stock or equity ownership interest, including any Participating Security; (ii) any rights, options, warrants or convertible security that is exercisable for or convertible into any capital stock or other equity ownership interest, including any Participating Security; or (iii) any stock appreciation rights, phantom stock rights, or any other profit participation rights, or any rights or

Covenants as to Exercise Shares. (a) The Each of the Trust and the Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessablenonassessable in the case of Common Shares, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof. If the Class A class of the Common Stock Equity Securities or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Each of the Trust and the Company further covenants and agrees that the Company it will, at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of units or shares of its Class A Common Stock Equity Securities or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, the number of authorized but unissued units or shares of Class A Common Stock Equity Securities or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company Trust or the Company, as the case may be, will promptly take such corporate or limited partnership action as shall be necessary to increase its authorized but unissued units or shares of Class A Common Stock Equity Securities or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Each of the Trust and the Company covenants and agrees that if any units or shares of Common Equity Securities or any other class of capital stock to be reserved for the purpose of the issuance of such units or shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such units or shares may be validly issued or delivered upon exercise, then the Company Trust or the Company, as the case may be, will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than units or shares of Class A Common StockEquity Securities, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and each of the Trust and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common StockEquity Securities, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A “Common Stock" Equity Securities” with the term "“Exercise Shares" ” and adjustments of any formula included herein. (c) To the extent that the Trust and/or the Company are subject to the reporting requirements of the Exchange Act at any time during the Exercise Period, the Trust’s and/or the Company’s filings under the Exchange Act will comply, during the Exercise Period, in all material respects as to form with the Exchange Act and the rules and regulations thereunder. If required pursuant to Regulation D under the Securities Act or any successor regulation thereto, the Trust or the Company, as the case may be, shall timely file a Form D in respect of the issuance of this Warrant and the issuance of the Exercise Shares. (d) Until the later of (i) the date as of which a Holder may sell all of the Exercise Shares without restriction pursuant to Rule 144(k) under the Securities Act, or any successor rule, and (ii) the last date on which any of the Warrants remain outstanding, to the extent that the Trust and/or the Company are subject to the reporting requirements of the Exchange Act prior to such date, the Trust and/or the Company shall timely file all reports required to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act, and the Trust and/or the Company shall not terminate its status as an issuer required to file reports under the Exchange Act other than as a result of a merger or consolidation of the Trust and/or the Company where the Trust or the Company is not the surviving entity.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly validly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A B Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of shares of its Class A B Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A B Common Stock or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company will promptly take such corporate action as shall be necessary to increase its authorized but unissued shares of Class A B Common Stock or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (b) In the event that at any time, including as a result of any provision of Section 5, the Exercise Shares shall include any shares or other securities other than shares of Class A Common StockB Common, or any other property or assets, the terms of this Warrant shall be modified or supplemented (in the absence of express written documentation thereof, shall be deemed to be so modified or supplemented), and the Company shall take all actions as may be necessary to preserve, in a manner and on terms as nearly equivalent as practicable to the provisions of this Warrant as they apply to the Class A Common Stock, the rights of the Holder hereunder (including, without limitation, the provisions of Section 5 hereof), including any equitable replacements of the term "Class A Common Stock" with the term "Exercise Shares" and adjustments of any formula included herein.this