Common use of Increase in Authorized Shares Clause in Contracts

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrants. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares as would then be issuable upon exercise in full of the Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 45 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 105th day after request by the holders of the Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants Warrant due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the WarrantsWarrant) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrants. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, ----------------------------- if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Debentures, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the ------------------------ unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the 60/th/ day after delivery of the proxy materials relating to such meetingmeeting and the 90/th/ day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares then issuable upon exercise in full of the Adjustable Warrants and (ii) the number of Underlying Shares issuable upon exercise in full of the Closing Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as is reasonably adequate to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) issuing 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future any accrued and unpaid interest thereon in respect thereof in shares of common Stock in accordance with Common Stock, or (b) issuing the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsWarrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of authorized but unissued or reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case, within 30 Business Days from such date) prepare and mail to the stockholders of the Company proxy materials requesting authorization to amend the Company's Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (x) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable upon exercise of all outstanding options, warrants and convertible instruments, and (y) the Current Required Minimum, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) issuing 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future any accrued and unpaid interest thereon in respect thereof in shares of common Stock in accordance with Common Stock, or (b) issuing the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsWarrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of authorized but unissued or reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case, within 30 Business Days from such date) prepare and mail to the stockholders of the Company proxy materials requesting authorization to amend the Company's Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (x) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable upon exercise of all outstanding options, warrants and convertible instruments, and (y) the Current Required Minimum, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of the Debentures and (and paying any accrued but unpaid interest in respect thereof in shares ii) the number of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures Warrants and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At Subject to the operation of any floor that may then be applicable to the Conversion Price in accordance with the Articles of Amendment, at such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) issuing 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Shares and as payment of all future interest thereon any accrued and unpaid dividends in respect thereof in shares of common Stock in accordance with the terms of this Agreement and the Debentures and Common Stock, or (ivb) such number of Underlying Shares as would then be issuable upon honoring the exercise in full of the warrantsWarrant, in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case, within 30 Business Days from such date) prepare and mail to the stockholders of the Company proxy materials requesting authorization to amend the Company's Certificate of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Articles of Amendment and the Warrant (the sum of (x) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable upon exercise of all outstanding options, warrants and convertible instruments (other than the Underlying Shares), and (z) subject to the operation of any floor that may then be applicable to the Conversion Price in accordance with the Articles of Amendment the sum of (i) 200% of the number of Underlying Shares as are then issuable upon a conversion in full of all Shares and as payment of dividends thereon, and (ii) the number of Underlying Shares as are issuable upon exercise in full of the Warrant, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a Notice of Conversion or notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount of Debentures Notes that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date ), or (b) honoring the exercise in full of the Warrants Warrant, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days 75 calendar days from such date) prepare and mail to hold a shareholders meeting in which the shareholders of the Company proxy materials requesting would vote for authorization to amend the Company's restated certificate Articles of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Notes and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200150% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Notes and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Notes, and (iv) such number of Underlying Warrant Shares as would then be issuable upon the exercise in full of the warrantsWarrant. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to its shareholders, and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 five Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase. The foregoing shall not relieve the Company from any claim for damages that the Investor may have against the Company as a result of the Company not having a sufficient number of authorized shares of Common Stock to satisfy its obligations under this Agreement or any Exhibit annexed hereto.

Increase in Authorized Shares. At such time as If on any date the Company would ------------------------------- be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of the Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to ------------------------ the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase. The Company is currently seeking shareholder approval for an increase I authorized shares. It is anticipated that this will be achieved by July 1, 2001.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of the Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would could be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (a) converting 175% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Debentures, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of (x) the 25th day after delivery the date on which the Commission shall have indicated that they approve of or have no further comments on the preliminary proxy materials relating to such meetingbe delivered by the Company to its shareholders in connection with the meeting contemplated by this Section and (y) the 90th day after request by a holder of a conversion or other issuance that could require the actions contemplated in this Section) and (zc) within 5 two Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting 175% of the full Shares and Dividend Shares outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date date, or (b) honoring the exercise in full of the Warrants Warrant due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reacquired Common Stock, the Board of Directors of the Company shall promptly (and in any case case, within 30 thirty (30) Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designations and the Warrant (the sum of (ix) all the number of then authorized shares of Common Stock then outstandingStock, (iiy) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities instruments, and (other than z) the Debentures and the Warrantssum of (i) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200175% of the number of Underlying Shares as would are then be issuable upon a conversion in full of the then outstanding Debentures all Shares and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures Dividend Shares, and (ivii) such the number of Underlying Shares as would then be are issuable upon the exercise in full of the warrantsWarrant, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th sixtieth (60th) day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the full number of Underlying Shares as would then be issuable (a) converting upon a conversion in full of the full then outstanding principal amount Shares and as payment of Debentures (all accrued and paying any accrued but then unpaid interest in respect thereof dividends thereon in shares of Common Stock) that remain unconverted at such date or , (b) honoring the upon exercise in full of the Warrants then unexercised portion of the Warrants, and (c) as Adjustment Shares, assuming that the applicable Adjustment Price is one half of the lowest possible Conversion Price pursuant to Section 5(c)(i) of the Articles of Amendment (the "CURRENT REQUIRED MINIMUM"), due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, subject to clearance of the Company's proxy materials by the Commission, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Articles of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Articles of Amendment and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities instruments, and (other than z) the Debentures and Current Required Minimum (provided that, for purposes of such calculation, the Warrants) and on account number of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% Adjustment Shares to be issued shall equal the greater of the number provided in clause (c) above in this Section and the number of Underlying Adjustment Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable based upon the exercise formula set forth in full of the warrantsSection 3.16 assuming that such issuance would occur on each determination date), shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery mailing of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares as would then be issuable upon exercise in full of the Adjustable Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as is reasonably adequate to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Adjustable Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting 150% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares then issuable upon exercise in full of the Adjustable Warrants and (ii) the number of Underlying Shares issuable upon exercise in full of the Closing Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures Warrants and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase. The Company shall use its best efforts to cause management of the Company to vote all of their respective shares of Common Stock in favor of all resolutions to increase the authorized stock of the Company hereunder.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Shares, and (b) the number of Underlying Shares as would then be issuable upon exercise of the Warrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full Shares or all of the then issued and outstanding principal amount shares of Debentures the Company's Series F Preferred Stock that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the WarrantsPreferred Stock) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, and (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Shares and shares of Series F Preferred Stock and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number Certificate of Underlying Shares as would then be issuable upon the exercise in full of the warrantsDesignation. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase. If the shareholders fail to approve such increase, the Company does not receive shareholder approval for such increase or the Company fails to file an appropriate amendment in the time provided therefor by the immediately preceding sentence, then the provisions of Section 5(a)(iii)(B) of the Certificate of Designation shall apply.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting 175% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of the Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) issuing 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Shares and as payment of all future interest thereon any accrued and unpaid dividends in respect thereof in shares of common Stock in accordance with the terms of this Agreement and the Debentures and Common Stock, or (ivb) such number of Underlying Shares as would then be issuable upon honoring the exercise in full of the warrantsWarrant, in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case, within 30 Business Days from such date) prepare and mail to the stockholders of the Company proxy materials requesting authorization to amend the Company's Certificate of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrant (the sum of (x) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable upon exercise of all outstanding options, warrants and convertible instruments, and (z) the sum of (i) 200% of the number of Underlying Shares as are then issuable upon a conversion in full of all Shares and as payment of dividends thereon, and (ii) the number of Underlying Shares as are issuable upon exercise in full of the Warrant, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Shares, and (b) of the number of Underlying Shares as would then be issuable upon exercise of the Warrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company ----------------------------- would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount shares of Debentures Preferred Stock that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date ), or (b) honoring the exercise in full of the Warrants Warrants, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days 60 calendar days from such date) prepare and mail to hold a shareholders meeting in which the shareholders of the Company proxy materials requesting would vote for authorization to amend the Company's restated certificate Articles of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Preferred Stock and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures shares of Preferred Stock and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Certificate of Designation, and (iv) such number of Underlying Warrant Shares as would then be issuable upon the exercise in full of the warrantsWarrants. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to its shareholders, and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 five Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Notes, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Notes and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from honoring (ai) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants Warrants, (ii) the conversion in full of the Preferred Stock, and/or (iii) the Company's obligation to issue Reset Shares and/or Additional Shares, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days 60 calendar days from such date) prepare and mail to hold a shareholders meeting in which the shareholders of the Company proxy materials requesting would vote for authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Warrant Shares as would then be issuable upon the exercise in full of the warrantsWarrants, (v) such number of underlying Shares as would then be issuable upon conversion in full of the Preferred Stock, and (vi) all Reset Shares and Additional Shares as would be issuable on such date. In connection therewith, the Board of Directors shall promptly (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 three Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase. In no way shall the aforementioned be deemed a waiver of the Company's obligations contained in Section 6.2 above.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting 200% of the number of Underlying Shares then issuable upon conversion in full outstanding principal amount of Debentures the Shares and (and paying any accrued but unpaid interest in respect thereof in shares ii) the number of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares issuable upon exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date, which date may be extended with the consent of 51% of the number of Series C Preferred Stock outstanding) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as is reasonably adequate to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, is deemed for purposes hereof to be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting but, in any event, not more than the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the Certificate of Designation and Warrants) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of the Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting 175% of the full Shares and Dividend Shares outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date date, or (b) honoring the exercise in full of the Warrants Warrants, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reacquired Common Stock, the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificates of Designation and the Warrants (the sum of (ix) all the number of then authorized shares of Common Stock then outstandingStock, (iiy) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities instruments, and (other than z) the Debentures and the Warrantssum of (i) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200175% of the number of Underlying Shares as would are then be issuable upon a conversion in full of the then outstanding Debentures all Shares and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures Dividend Shares, and (ivii) such the number of Underlying Shares as would then be are issuable upon the exercise in full of the warrantsWarrants, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares then issuable upon exercise in full of the Adjustable Warrants and (ii) the number of Underlying Shares issuable upon exercise in full of the Closing Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures Warrants and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase. Management of the Company shall also use its best efforts, including voting of all shares of Common Stock held by management in favor of all resolutions to increase the authorized stock of the Company hereunder.

Increase in Authorized Shares. At such time as If on any date the Company would be, ----------------------------- if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Preferred Warrant Shares or Underlying Common Stock) that remain unconverted at such date or (b) honoring the exercise Shares as would then be issuable upon a conversion in full of the Warrants Preferred Warrant, Preferred Shares and Preferred Warrant Shares and the Common Warrant (the "Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved Preferred Stock and/or Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 sixty 60 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of Preferred Shares and/or shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as is reasonably adequate to enable the sum of (i) all shares of Common Stock then outstandingCompany to comply with its issuance, (ii) the number conversion, exercise and reservation of shares of Common Stock issuable on account of all outstanding warrantsobligations as set forth in this Agreement, options and convertible securities (other than the Debentures Certificate and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrants. In connection therewith, the Company shall cause its Board of Directors shall to (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Common Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 175% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Shares, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares then issuable upon exercise in full of the Adjustable Warrants and (ii) the number of Underlying Shares issuable upon exercise in full of the Closing Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing the full outstanding principal amount sum of Debentures (and paying any accrued but unpaid interest in respect thereof in shares 175% of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares then issuable upon exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures Warrants and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as In addition to, and in no way amending or waiving any existing obligations of the Company would be, if a notice of conversion or exercise under the Transaction Documents (as defined in the case may beSecurities Purchase Agreements, respectively), the Company shall hold a shareholders meeting and put before the shareholders a proposal to increase authorized shares from 300,000,000 to 500,000,000, following the requirements set forth in the Company’s by-laws, within forty five (45) were days from the date of this Agreement. The Company shall use its best efforts to be delivered on obtain stockholder approval of an increase in such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient authorized number of shares of authorized but unissued or re-acquired Common Stockas soon as possible, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days event by the date that is ninety (90) days from such datethe date of this Agreement (the “Authorization Increase Deadline”). Attached hereto as Schedule 19 is a schedule of (i) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which underlying the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstandingDebentures and Warrants held by each Holder, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than required to be reserved under the Debentures and the Warrants) Warrants held by each Holder and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% the actual number of shares of Common Stock reserved for each Holder’s Debenture(s) and Warrants (in each case, after giving effect to the amendments hereunder). Upon the receipt of such stockholder approval, or beginning on the Authorization Increase Deadline, whichever is sooner, the Company shall reserve for issuance to the Holders the number of Underlying Shares authorized shares (the “Reserved Amount”) as would then otherwise required under the Transaction Documents. The “Required Minimum” (as defined under both Securities Purchase Agreements) shall be issuable upon a conversion in full of allocated ratably among the then then-outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with Warrants held by the terms of this Agreement Holders and the Debentures and (iv) such number of Underlying Shares as would then their respective assigns. Nothing herein shall be issuable upon the exercise in full of the warrants. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold deemed a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder authorization, file waiver or an appropriate amendment to the Company's certificate ’s requirements to reserve authorized and unissued shares of incorporation to evidence such increaseCommon Stock for the Securities then held by any Holder or its respective assigns as required under the Transaction Documents.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) issuing 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future any accrued and unpaid interest thereon in respect thereof in shares of common Stock in accordance with Common Stock, or (b) issuing the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsWarrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of authorized but unissued or reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case, within 30 Business Days from such date) prepare and mail to the stockholders of the Company proxy or consent solicitation materials requesting authorization to amend the Company's Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (x) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable upon exercise of all outstanding options, warrants and convertible instruments, and (y) the Current Required Minimum, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder authorizationstockholder authorization (or such later period as prescribed by statute), file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Underlying Common Stock) that remain unconverted at such date or (b) honoring the exercise Shares as would then be issuable upon a conversion in full of the Warrants Convertible Note, Callable Warrant and Common Warrant (the "Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved Common Stock, then the Board of Directors of the Company shall shall, subject to any required SEC approval, promptly (and in any case case, within 30 sixty (60) Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as is reasonably adequate to enable the sum of (i) all shares of Common Stock then outstandingCompany to comply with its issuance, (ii) the number conversion, exercise and reservation of shares of Common Stock issuable on account of all outstanding warrantsobligations as set forth in this Agreement, options and convertible securities (other than the Debentures Certificate and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrants. In connection therewith, the Company shall cause its Board of Directors shall to (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Common Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder authorizationstockholder authorization and compliance with any applicable SEC rules, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a Notice of Conversion or notice of conversion or exercise (as the case may be) were to be delivered to the Company via facsimile on such date, precluded from (a) converting in full all of the full outstanding principal amount shares of Debentures Preferred Stock that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date ), or (b) honoring the exercise in full of the Warrants Warrants, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days 60 calendar days from such date) prepare and mail to hold a shareholders meeting in which the shareholders of the Company proxy materials requesting would vote for authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Preferred Stock and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures shares of Preferred Stock and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and Agreement, the Debentures Certificate of Designation, the Certificate of Increase, and (iv) such number of Underlying Warrant Shares as would then be issuable upon the exercise in full of the warrantsWarrants. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to its shareholders, and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 five Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase. The foregoing shall not relieve the Company from any claim for damages that the Investors may have against the Company as a result of the Company not having a sufficient number of authorized shares of Common Stock to satisfy its obligations under this Agreement or any Exhibit annexed hereto.

Increase in Authorized Shares. At such time as If on any date the Company would be, ----------------------------- if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares then issuable upon exercise in full of the Adjustable Warrants and (ii) the number of Underlying Shares issuable upon exercise in full of the Closing Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of ------------------------ authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as is reasonably adequate to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the 60/th/ day after delivery of the proxy materials relating to such meetingmeeting and the 90/th/ day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Debentures, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 60 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as under the case may be) Notes were to be delivered on such date, precluded from issuing (a) converting 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Conversion Shares as would then be issuable upon a conversion in full of the Warrants outstanding principal amount and interest due under the Notes (the “Current Required Minimum”) due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 thirty (30) Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate ’s articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Investors in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement and the Notes (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate ’s articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a Notice of Conversion or notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount of Debentures that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date ), or (b) honoring the exercise in full of the Warrants Warrant, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days 75 calendar days from such date) prepare and mail to hold a shareholders meeting in which the shareholders of the Company proxy materials requesting would vote for authorization to amend the Company's restated certificate Articles of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200150% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Debentures, and (iv) such number of Underlying Warrant Shares as would then be issuable upon the exercise in full of the warrantsWarrant. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to its shareholders, and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 five Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase. The foregoing shall not relieve the Company from any claim for damages that the Investors may have against the Company as a result of the Company not having a sufficient number of authorized shares of Common Stock to satisfy its obligations under this Agreement or any Exhibit annexed hereto.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount shares of Debentures Preferred Stock that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date ), or (b) honoring the exercise in full of the Warrants Warrants, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days 60 calendar days from such date) prepare and mail to hold a shareholders meeting in which the shareholders of the Company proxy materials requesting would vote for authorization to amend the Company's restated certificate Articles of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Preferred Stock and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures shares of Preferred Stock and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Certificate of Designation, and (iv) such number of Underlying Warrant Shares as would then be issuable upon the exercise in full of the warrantsWarrants. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to its shareholders, and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 five Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing 200% of the number of Underlying Shares as would then be issuable upon (a) converting conversion in full of the full outstanding principal amount of Debentures (Notes and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as is reasonably adequate to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Notes and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures Notes and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as Subject to Section 10(c) of the Adjustable Warrant, if on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares as would then be issuable upon exercise in full of the Adjustable Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 60 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as is reasonably adequate to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Adjustable Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company ----------------------------- would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount of Debentures Shares that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants Warrants, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Preferred Stock and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Shares and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Certificate of Designation, and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsWarrants. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase. If the shareholders fail to approve such increase, the Company does not receive shareholder approval for such increase or the Company fails to file an appropriate amendment in the time provided therefor by the immediately preceding sentence, then the provisions of Section 5(a)(iii)(B) of the Certificate of Designation shall apply.

Increase in Authorized Shares. At such time as In addition to, and in no way amending or waiving any existing obligations of the Company would be, if a notice of conversion or exercise under the Transaction Documents (as defined in the case may be) were Securities Purchase Agreements, respectively), the Company shall hold a shareholders meeting and put before the shareholders a proposal to be delivered on such date, precluded increase authorized shares from (a) converting the full outstanding principal to an amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full equal to 150% of the Warrants due post-transaction fully diluted capitalization of the Company, following the requirements set forth in the Company’s by-laws, on or before June 30, 2009. The Company shall use its best efforts to the unavailability obtain stockholder approval of a sufficient an increase in such authorized number of shares of authorized but unissued or re-acquired Common Stockas soon as possible, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such dateevent by October 1, 2009 (the “Authorization Increase Deadline”). Attached hereto as Schedule “F” is a pro forma schedule, assuming that the maximum of $2,500,000 of Bridge Notes are issued (but not accounting for the interest that would have accrued on the Debentures after May 1, 2009), of (i) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which underlying the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstandingDebentures and Warrants that would be held by each Holder, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares required to be reserved under any stock optionthe Debentures, stock purchase, warrant or similar planBridge Notes and Warrants held by each Included Holder, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Common Stock in accordance with that would be required to be reserved under the terms of this Agreement Bridge Notes and the Debentures associated Warrants, and (iv) such the actual number of Underlying Shares as would then be issuable upon shares of Common Stock reserved for each Included Holder’s Debenture(s) and Warrants (in each case, after giving effect to the exercise in full amendments hereunder). Upon the receipt of such stockholder approval, or beginning on the warrants. In connection therewithAuthorization Increase Deadline, whichever is sooner, the Board Company shall reserve for issuance to the Holders the number of Directors authorized shares (the “Reserved Amount”) as otherwise required under the Transaction Documents. The “Required Minimum” (as defined under both Securities Purchase Agreements) shall (x) adopt proper resolutions authorizing such increase, (y) recommend to be allocated ratably among the then-outstanding Debentures and otherwise use its best efforts to promptly Warrants held by the Holders and duly obtain stockholder approval to carry out such resolutions (and hold their respective assigns. Nothing herein shall be deemed a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder authorization, file waiver or an appropriate amendment to the Company's certificate ’s requirements to reserve authorized and unissued shares of incorporation to evidence such increaseCommon Stock for the Securities then held by any Holder or its respective assigns as required under the Transaction Documents.

Increase in Authorized Shares. At such time as If on any date the Company would be, ----------------------------- if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date the Shares, or (b) honoring issuing the number of Underlying Shares upon exercise in full of the Warrants Warrants, subject to the limitations on the Company's obligation to issue shares of Common Stock pursuant to Sections 5(a)(iii) of the Certificate of Determination (the "Current ------- Required Minimum"), in either case, due to the unavailability of a sufficient ---------------- number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 45 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Determination and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th 60/th/ day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) Shares that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the WarrantsPreferred Stock) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, and (iii) 200175% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock Shares in accordance with the terms of this Agreement and the Debentures and (iv) such number Certificate of Underlying Shares as would then be issuable upon the exercise in full of the warrantsDesignation. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase. If the Company does not receive stockholder approval for such increase or the Company fails to file an appropriate amendment in the time provided therefor by the immediately preceding sentence, then the provisions of Section 5(c) of the Certificate of Designation and Section 4.14 hereof shall apply.

Increase in Authorized Shares. At such time as the Company ----------------------------- would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full Shares or all of the then issued and outstanding principal amount shares of Debentures the Company's Series D Preferred Stock that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants or any warrants issued in respect of the Series D Preferred Stock, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Preferred Stock and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Shares and shares of Series D Preferred Stock and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Certificate of Designation, and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsWarrants and any warrants issued in respect of the Series D Preferred Stock. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase. If the shareholders fail to approve such increase, the Company does not receive shareholder approval for such increase or the Company fails to file an appropriate amendment in the time provided therefor by the immediately preceding sentence, then the provisions of Section 5(a)(iii)(B) of the Certificate of Designation shall apply.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Shares, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants and Redemption Warrants, if any, (as defined in the Certificate of Designation) (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall use its best efforts to promptly (and but, in any case case, within 30 60 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants and Redemption Warrants, if any, (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, is deemed for purposes hereof to be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting converting, subject to the operation of the conversion limitation set forth in Section 4(a)(iv)(C) of the Debentures, 130% of the full outstanding principal amount of Debentures (and paying any accrued but earned and unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options and convertible securities warrants (other than the Debentures and including the Warrants) and on account convertible instruments, and (z) (subject to the operation of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iiithe conversion limitation set forth in Section 4(a)(iv)(C) 200of the Debentures) 130% of the number of Underlying Shares as would are then be issuable upon a conversion in full of the full outstanding principal amount of Debentures then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then thereon, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 Business business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting 200% of the full Shares outstanding principal amount of Debentures (and paying any accrued but earned and unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date or (bsubject to the application of any floor to the Conversion Price that may be set forth in the Certificate of Designation) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion and reservation of shares obligations as set forth in this Agreement and the Certificate of Designation (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities instruments, and (other than z) (subject to the Debentures and application of any floor to the Warrants) and on account Conversion Price that may be set forth in the Certificate of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iiiDesignation) 200% of the number of Underlying Shares as would are then be issuable upon a conversion in full of the then outstanding Debentures all Shares and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then dividends thereon, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 Business business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would ------------------------------ be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 210% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrants Debentures (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to the sum provide for such number of (i) all authorized and unissued shares of Common Stock then outstandingto enable the Company to comply with its issuance, conversion and reservation of shares obligations as set forth in this Agreement and the Debentures. The sum of (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number. In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase. Any failure to amend the Company's Certificate or Articles of Incorporation by the 90th day following request thereof or date otherwise required shall be a breach of this provision, even if the Company shall have complied with each other requirement of this paragraph.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrants Shares, subject to the limitations on the Company's obligation to issue shares of Common Stock pursuant to Sections 5(a)(iii) of the Certificate of Designation (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion and reservation of shares obligations as set forth in this Agreement and the Certificate of Designation (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrants Shares (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement and the Certificate of Designation (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, is deemed for purposes hereof to be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase. The Company shall also use its best efforts to cause Company management to vote shares of Common Stock held by Management in favor of all resolutions to increase the authorized stock of the Company hereunder.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were was to be delivered on such date, precluded from (a) converting issuing 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrants Notes (the "CURRENT REQUIRED MINIMUM") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall use its best efforts to promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement and the Notes (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures instruments and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, ----------------------------- if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Shares, and (b) the number of Underlying Shares as would then be issuable upon exercise of the Warrants (the "Current Required Minimum"), in either case, due to ------------------------ the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a Notice of Conversion and/or notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount shares of Debentures the Promissory Note(s) that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date ), or (b) honoring the exercise in full of the Warrants Warrants, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days 60 calendar days from such date) prepare and mail to hold a shareholders meeting in which the shareholders of the Company proxy materials requesting would vote for authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Promissory Notes and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures shares of Promissory Notes and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Promissory Notes, and (iv) such number of Underlying Warrant Shares as would then be issuable upon the exercise in full of the warrantsWarrants. In connection therewith, the Board of Directors shall promptly (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 three Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase. In no way shall the aforementioned be deemed a waiver of the Company's obligations contained in Section 6.5 above.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Shares, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, is deemed for purposes hereof to be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrants Shares, and (b) the number of Underlying Shares as would then be issuable upon exercise of the Warrants, assuming an exercise price of 75% of the then current exercise price (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At any such time as the Company would be, if (with respect to the Shares) a notice of conversion or exercise (as with respect to the case may beWarrant) form of election to purchase were to be delivered on such date, precluded from (a) converting at least 135% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) Shares that remain unconverted or from exercising the entire Warrant at such date or (b) honoring the exercise in full of "Overflow Date"), as the Warrants case may be, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, Stock the Board of Directors of the Company shall promptly (and in any case within 30 14 Business Days from such date) prepare cause to be prepared and mail filed with the SEC and mailed to the shareholders of the Company within seven (7) Business Days after clearance by the SEC or 15 days after filing with the SEC in the event the SEC has not commented on such filing, proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least 100,000,000 or to promptly effect a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options reverse stock split so that it can satisfy its conversion and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock exercise obligations in accordance with the terms Certificate of Designation and Warrant, provided, that if the Overflow Date occurs prior to the Company's annual meeting of shareholders scheduled to be held on or prior to November 30, 1997, the Company shall make all requests and take all actions at such annual meeting in order to increase its authorized shares of Common Stock, as set forth in this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsSection 4.5. In connection therewithwith an increase in the number of Shares, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th 40th day after delivery mailing of the proxy materials relating to such meeting) and (zc) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of the Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Buyers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Shares, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares as would then be issuable upon a exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, is deemed for purposes hereof to be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase. Management of the Company shall also use its best efforts, including voting of all shares of Common Stock held by management in favor of all resolutions to increase the authorized stock of the Company hereunder.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount of Debentures Shares that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants Warrants, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Preferred Stock and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Shares and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Certificate of Designation and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsWarrants. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase. If the shareholders fail to approve such increase, the Company does not receive shareholder approval for such increase or the Company fails to file an appropriate amendment in the time provided therefor by the immediately preceding sentence, then the provisions of Section 5(e) of the Certificate of Designation shall apply.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice Convertible Debenture Purchase Agreement of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of the Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date the Shares, or (b) honoring issuing the number of Underlying Shares upon exercise in full of the Warrants Warrants, subject to the limitations on the Company's obligation to issue shares of Common Stock pursuant to Sections 5(a)(iii) of the Certificate of Designation (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 45 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, ----------------------------- if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) issuing 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Shares and as payment of all future interest thereon any accrued and unpaid dividends in respect thereof in shares of common Stock in accordance with Common Stock, or (b) issuing the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsWarrant, subject to the limitations on the Company's obligation to issue shares of Common Stock pursuant to Sections 5(a)(iii)(B) and (C) of the Certificate of Designation (the "Current Required Minimum"), in either case, due ------------------------ to the unavailability of a sufficient number of authorized but unissued or reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case, within 45 Business Days from such date) prepare and mail to the stockholders of the Company proxy materials requesting authorization to amend the Company's Certificate of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrant (the sum of (x) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable upon exercise of all outstanding options, warrants and convertible instruments, and (y) the Current Required Minimum, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th 60/th/ day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date the Shares then outstanding, or (b) honoring issuing the number of Underlying Shares upon exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivz) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) issuing 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding principal amount of Debentures and as payment of all future any accrued and unpaid interest thereon in respect thereof in shares of common Stock in accordance with the terms of this Agreement and the Debentures and Common Stock, or (ivb) such number of Underlying Shares as would then be issuable upon honoring the exercise in full of the warrantsWarrant, in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case, within 30 Business Days from such date) prepare and mail to the stockholders of the Company proxy materials requesting authorization to amend the Company's Certificate of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrant (the sum of (x) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable upon exercise of all outstanding options, warrants and convertible instruments, and (z) the sum of (i) 200% of the number of Underlying Shares as are then issuable upon a conversion in full of the principal amount of Debentures and as payment of interest thereon, and (ii) the number of Underlying Shares as are issuable upon exercise in full of the Warrant, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of the Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM"), due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, and the Debentures (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Debentures, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 175% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Debentures, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of (x) the 25th day after delivery the date on which the Commission shall have indicated that they approve of or have no further comments on the preliminary proxy materials relating to such meetingbe delivered by the Company to its shareholders in connection with the meeting contemplated by this Section and (y) the 90th day after request by a holder of a conversion or other issuance that would require the actions contemplated in this Section) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrants Notes (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement and the Notes (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares then issuable upon exercise in full of the Adjustable Warrants and (ii) the number of Underlying Shares issuable upon exercise in full of the Closing Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures Warrants and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) issuing 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Shares and as payment of all future interest thereon any accrued and unpaid dividends in respect thereof in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures and or (ivb) such number of Underlying Shares as would then be issuable upon honoring the exercise in full of the warrantsWarrant, in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case, within 30 Business Days from such date) prepare and mail to the stockholders of the Company proxy materials requesting authorization to amend the Company's Certificate of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrant (the sum of (x) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable upon exercise of all outstanding options, warrants and convertible instruments, and (z) the sum of (i) 200% of the number of Underlying Shares as are then issuable upon a conversion in full of all Shares and as payment of dividends thereon, and (ii) the number of Underlying Shares as are issuable upon exercise in full of the Warrant, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrants Debentures (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Debentures, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 120th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting converting, subject to the operation of the conversion limitation set forth in Section 4(a)(iii)(B) of the Debentures, 200% of the full outstanding principal amount of Debentures (and paying any accrued but earned and unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants Warrants, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Articles of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options and convertible securities warrants (other than the Debentures and including the Warrants) and on account convertible instruments, and (z) (subject to the operation of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iiithe conversion limitation set forth in Section 4(a)(iii)(B) of the Debentures) 200% of the number of Underlying Shares as would are then be issuable upon a conversion in full of the full outstanding principal amount of Debentures then outstanding Debentures and as payment of all future interest thereon thereon, or such smaller number as shall be agreed to by the holders of at least 50% in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full interest of the warrantsprincipal amount of Debentures then outstanding. In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a regular or special meeting of the shareholders stockholders no later than the 60th 45th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date after the date which is 120 days after the date hereof, the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 150% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of the Debentures (and paying as payment of any accrued but and unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date , or (b) honoring issuing the number of Underlying Shares upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Articles of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Notes, and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants and the Bridge Loan Warrants, in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Lenders in order to the sum provide for such number of (i) all authorized and unissued shares of Common Stock then outstandingto enable the Company to comply with its issuance, (ii) the number conversion exercise and reservation of shares of Common Stock issuable on account of all outstanding warrantsobligations as set forth in this Agreement, options and convertible securities (other than the Debentures Notes and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement Warrants and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsBridge Loan Warrants. In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting twice the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares then issuable upon exercise in full of the Adjustable Warrants and (ii) the number of Underlying Shares issuable upon exercise in full of the Closing Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase. Management of the Company shall also use its best efforts, including voting of all shares of Common Stock held by Management in favor of all resolutions to increase the authorized stock of the Company hereunder.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrants Shares (the "Current Required Minimum"), due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion and reservation of shares obligations as set forth in this Agreement and the Certificate of Designation (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, is deemed for purposes hereof to be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall of the Company shall: (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase. The Company shall also use its best efforts to cause Company management to vote shares of Common Stock held by Management in favor of all resolutions to increase the authorized stock of the Company hereunder. Notwithstanding anything herein to the contrary, no later than March 7, 2001, the Company shall have mailed to its stockholders and filed with the Commission proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to 200,000,000.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the full number of Underlying Shares as would then be issuable (a) converting upon a conversion in full of the full then-outstanding principal amount Shares and as payment of Debentures (all accrued and paying any accrued but then-unpaid interest in respect thereof dividends thereon in shares of Common Stock) that remain unconverted at such date or , (b) honoring the upon exercise in full of the Warrants then-unexercised portion of the Warrants, and (c) as Adjustment Shares, assuming that the applicable Adjustment Price is one half of the lowest possible Conversion Price pursuant to Section 5(c)(i) of the Articles of Amendment (the "Current Required Minimum"), due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, subject to clearance of the Company's proxy materials by the Commission, within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Articles of incorporation Incorporation to increase the number of shares of Common Stock which that the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Articles of Amendment and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities instruments, and (other than z) the Debentures and Current Required Minimum (provided that, for purposes of such calculation, the Warrants) and on account number of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% Adjustment Shares to be issued shall equal the greater of the number provided in clause (c) above in this Section and the number of Underlying Adjustment Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable based upon the exercise formula set forth in full of the warrantsSection 3.13 assuming that such issuance would occur on each determination date), shall be a reasonable number). In connection therewith, the Board of Directors shall (xi) adopt proper resolutions authorizing such increase, (yii) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery mailing of the proxy materials relating to such meeting) and (ziii) within 5 five Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, ----------------------------- if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares then issuable upon exercise in full of the Adjustable Warrants and (ii) the number of Underlying Shares issuable upon exercise in full of the Closing Warrants (the "Current Required Minimum") due to the unavailability of a sufficient number of shares of ------------------------ authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures Warrants and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Warrants to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of exercise or conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Warrant Shares issuable upon exercise in full of all of the Warrants and Adjustment Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common StockStock (ignoring any limits on the number of shares of Common Stock that may be owned by the Purchasers at any one time and assuming that the exercise price of the Warrants at all times on and after the date of determination equals 100% of the actual exercise price on the Trading Day immediately prior to the date of determination), then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue so as to at least a number of provide enough shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% for issuance of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsWarrant Shares. In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increaseincrease in authorized shares, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no stockholders as soon as practicable, but in any event not later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants Warrants, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reacquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 45 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsWarrants. In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.and

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Shares, and (b) of the number of Underlying Shares as would then be issuable upon exercise of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount issuing such number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares as would be issuable upon exercise in full of the Warrants (or, if greater, the number of Underlying Shares issuable upon exercise of the Warrants assuming the Market Price (as defined in the Warrant) is equal to 50% of the Per Share Market Value on the Closing Date) (assuming in each case that the Warrants are immediately exercisable) due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Restated Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its exercise and reservation of shares obligations as set forth in this Agreement and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon conversion of all the Class B Common Stock and upon exercise of all outstanding warrantsoptions, options warrants and convertible securities instruments, and (other than the Debentures and the Warrantsz) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsWarrants (or, if greater, the number of Underlying Shares issuable upon exercise of the Warrants assuming the Market Price (as defined in the Warrant) is equal to 50% of the Per Share Market Value on the Closing Date) (assuming in each case that the Warrants are immediately exercisable), shall be a reasonable number), shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Restated Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of exercise or conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date Warrant Shares or (b) honoring Underlying Shares, as the case may be, issuable upon exercise in full of all of the Warrants and Adjustment Warrants and issuable upon conversion in full of the Debentures due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common StockStock (ignoring any limits on the number of shares of Common Stock that may be owned by the Purchasers at any one time and assuming (i) that any previously unconverted Debentures are held until the third anniversary of the Closing Date and all interest thereon are paid in shares of Common Stock and (ii) the conversion price of the Debentures and the exercise price of the Warrants at all times on and after the date of determination equals 100% of the actual conversion price and exercise price, respectively, on the Trading Day immediately prior to the date of determination), then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue so as to at least a number of provide enough shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% for issuance of the number of Warrant Shares and Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsShares. In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increaseincrease in authorized shares, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no stockholders as soon as practicable, but in any event not later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company Interiors would be, if a Notice of Conversion or notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount of Debentures Notes that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date ), or (b) honoring the exercise in full of the Warrants Warrant, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company Interiors shall promptly (and in any case within 30 Business Days 75 calendar days from such date) prepare and mail to hold a shareholders meeting in which the shareholders of the Company proxy materials requesting would vote for authorization to amend the Company's restated certificate Articles of incorporation Incorporation to increase the number of shares of Common Stock which the Company Interiors is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Notes and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200150% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Notes and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Notes, and (iv) such number of Underlying Warrant Shares as would then be issuable upon the exercise in full of the warrantsWarrant. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to its shareholders, and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 five Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate Articles of incorporation Incorporation to evidence such increase. The foregoing shall not relieve Interiors from any claim for damages that the Holder may have against Interiors as a result of Interiors not having a sufficient number of authorized shares of Common Stock to satisfy its obligations under this Agreement or any Exhibit annexed hereto.

Increase in Authorized Shares. At such time as Subject to the operation of Section 5(a)(iii)(A)(2) of each of the Certificates of Designation, if on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) issuing 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures Shares and as payment of all future interest thereon any accrued and unpaid dividends in respect thereof in shares of common Stock in accordance with Common Stock, or (b) issuing the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the then outstanding Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of authorized but unissued or reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case, within 60 Business Days from such date) prepare and mail to the stockholders of the Company proxy materials requesting authorization to amend the Company's Certificate of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Certificates of Designation and the Warrants (the sum of (x) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable upon exercise of all outstanding options, warrants, agreements and convertible instruments, and (y) the Current Required Minimum, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting 175% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of the Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the number of Underlying Shares issuable upon exercise in full of the Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures Shares in full, assuming all Shares were converted at a Conversion Price equal to the Floor (and as defined in the Purchase Agreement), (b) paying any accrued but earned and unpaid interest dividends in respect thereof of the Shares in shares of Common Stock) that remain unconverted , based upon payment at such date a time when the Conversion Price is equal to the Floor, or (bc) honoring the exercise in full of the Warrants Warrant due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificates of Designation and the Warrant (the sum of (ix) all the number of then authorized shares of Common Stock then outstandingStock, (iiy) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities instruments, and (other than z) the Debentures and the Warrantssum of (i) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would are then be issuable upon a conversion in full of the all then outstanding Debentures Shares based upon a Conversion Price equal to the Floor, and as payment of all future interest dividends thereon in shares of common Stock in accordance with at a time when the terms of this Agreement and Conversion Price is equal to the Debentures Floor, and (ivii) such the number of Underlying Shares as would then be are issuable upon the exercise in full of the warrantsWarrant, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 Business business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company ----------------------------- would be, if a Notice of Conversion or notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount shares of Debentures Preferred Stock that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date ), or (b) honoring the exercise in full of the Warrants Warrant, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days 90 calendar days from such date) prepare and mail to hold a shareholders meeting in which the shareholders of the Company proxy materials requesting would vote for authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Preferred Stock and the WarrantsWarrant) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures shares of Preferred Stock and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Certificate of Designation, and (iv) such number of Underlying Warrant Shares as would then be issuable upon the exercise in full of the warrantsWarrant. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to its shareholders, and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 five Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase. The foregoing shall not relieve the Company from any claim for damages that the Investor may have against the Company as a result of the Company not having a sufficient number of authorized shares of Common Stock to satisfy its obligations under this Agreement or any Exhibit annexed hereto.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing (a) 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrants Shares, and (b) the number of Underlying Shares as would then be issuable upon a Exercise in full of the warrants (the "CURRENT REQUIRED MINIMUM"), in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, is deemed for purposes hereof to be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy Proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase. Management of the Company shall also use its best efforts, including voting of all shares of Common Stock held by Management in favor of all resolutions to increase the authorized stock of the Company hereunder.

Increase in Authorized Shares. At such time as the Company If on any date NeoTherapeutics would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares shares of NeoTherapeutics Common Stock as would then be issuable upon a conversion in full of the then outstanding NeoTherapeutics Preferred Stock (Form A), the NeoTherapeutics Preferred Stock (Form B), the NeoTherapeutics Debentures (Form A) or the NeoTherapeutics Debentures (Form B) (as the case may be), and as payment (b) the number of all future interest thereon in shares of common NeoTherapeutics Common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrantsNeoTherapeutics Warrants (the "Current Required Minimum"), in either case, due to the unavailability of a sufficient number of authorized but unissued or reserved shares of NeoTherapeutics Common Stock, then the Board of Directors of NeoTherapeutics shall promptly (and in any case, within 60 Trading Days from such date) prepare and mail to the stockholders of NeoTherapeutics proxy materials requesting authorization to amend the NeoTherapeutics Certificate increase the number of shares of NeoTherapeutics Common Stock which NeoTherapeutics is authorized to issue to at least such number of shares as is reasonably adequate to enable NeoTherapeutics to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the NeoTherapeutics Designation (Form A), the NeoTherapeutics Designation (Form B), the NeoTherapeutics Debentures (Form A) or the NeoTherapeutics Debentures (Form B) and the NeoTherapeutics Warrants (the sum of (x) the number of shares of NeoTherapeutics Common Stock then outstanding plus all shares of NeoTherapeutics Common Stock issuable upon exercise of all outstanding options, warrants and convertible instruments, and (y) the Current Required Minimum, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of securities to issue the number of shares of NeoTherapeutics Common Stock in accordance with the terms hereof) and (zc) within 5 Business five Trading Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a Notice of Conversion and/or notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount shares of Debentures the Promissory Note that remain unconverted at such date (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date ), or (b) honoring the exercise in full of the Warrants Warrants, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days 60 calendar days from such date) prepare and mail to hold a shareholders meeting in which the shareholders of the Company proxy materials requesting would vote for authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures Promissory Note and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures shares of Promissory Note and as payment of all future interest dividends thereon in shares of common Common Stock in accordance with the terms of this Agreement and the Debentures Promissory Note, and (iv) such number of Underlying Warrant Shares as would then be issuable upon the exercise in full of the warrantsWarrants. In connection therewith, the Board of Directors shall promptly (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 three Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase. In no way shall the aforementioned be deemed a waiver of the Company's obligations contained in Section 6.5 above.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 175% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures (the Shares and paying as payment of any accrued but and unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date , or (b) honoring the exercise in full of the Warrants Warrant, in either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion exercise and reservation of shares obligations as set forth in this Agreement, the Certificate of Designation and the Warrant (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then authorized, (y) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities instruments, and (other than z) the Debentures and the Warrantssum of (i) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200175% of the number of Underlying Shares as would are then be issuable upon a conversion in full of the then outstanding Debentures all Shares and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures dividends thereon, and (ivii) such the number of Underlying Shares as would then be are issuable upon the exercise in full of the warrantsWarrant, shall be a reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.. 8 3.7

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrants Debentures (the "CURRENT REQUIRED MINIMUM") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion and reservation of shares obligations as set forth in this Agreement and the Debentures (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock optioninstruments, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing the sum of (ai) converting 200% of the number of Underlying Shares as would then be issuable upon a conversion in full outstanding principal amount of Debentures the Debentures, (and paying any accrued but unpaid interest in respect thereof in shares ii) the number of Common Stock) that remain unconverted at such date or (b) honoring the Underlying Shares then issuable upon exercise in full of the Warrants (the "CURRENT REQUIRED MINIMUM") due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's restated certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a such number of shares equal as reasonably requested by the Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its issuance, conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrants (the sum of (i) all shares of Common Stock then outstanding, (iix) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable on account upon exercise of all outstanding warrantsoptions, options warrants and convertible securities (instruments other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures Warrants and (ivy) such number of Underlying Shares as would then the Current Required Minimum, shall be issuable upon the exercise in full of the warrantsa reasonable number). In connection therewith, the Board of Directors shall (xa) adopt proper resolutions authorizing such increase, (yb) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (zc) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.