Common use of No Dilution or Impairment Clause in Contracts

No Dilution or Impairment. The Corporation shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, and in the taking of all such action, as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of ------------------------- its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock - receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall will take all such action as may be necessary - or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall will not take any action which - results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate articles of incorporation and available and reserved for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is - preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holders of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit increase the par value of any shares of stock receivable upon on the exercise of this Warrant to exceed above the amount payable therefor upon on such exercise, (b) will at all times reserve and keep available out of its authorized capital stock, solely for the purpose of issue upon exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon exercise of this Warrant in full and shall take all such action as may be necessary or appropriate in order that the Corporation may all shares of Common Stock that shall be so issuable shall be duly and validly issued and legally issue fully paid and nonassessable shares of stock, and free from all taxes, liens, security interests, encumbrances, preemptive rights liens and charges on with respect to the exercise of this Warrant from time to time outstandingissue thereof, (c) shall will not take effect a subdivision or split up of shares or similar transaction with respect to any action which results in any adjustment class of the Warrant Quantity if the total number of shares Common Stock without effecting an equivalent transaction with respect to all other classes of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exerciseStock, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation Company shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity Purchase Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrantthe Warrants, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holders of this Warrant the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit increase the par value or stated value of any shares of stock receivable upon on the exercise of this Warrant to exceed the Warrants above the amount payable therefor upon on such exercise, (b) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges stock on the exercise of this Warrant all Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets, and (d) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and become bound by all the terms of the Warrants.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its ------------------------- certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holders of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit increase the par value of any shares of stock receivable upon on the exercise of this Warrant to exceed above the amount payable therefor upon on such exercise, (b) will at all times reserve and keep available out of its authorized capital stock, solely for the purpose of issue upon exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon exercise of this Warrant in full and shall take all such action as may be necessary or appropriate in order that the Corporation may all shares of Common Stock that shall be so issuable shall be duly and validly issued and legally issue fully paid and nonassessable shares of stock, and free from all taxes, liens, security interests, encumbrances, preemptive rights liens and charges on with respect to the exercise of this Warrant from time to time outstandingissue thereof, (c) shall will not take effect a subdivision or split up of shares or similar transaction with respect to any action which results in any adjustment class of the Warrant Quantity if the total number of shares Common Stock without effecting an equivalent transaction with respect to all other classes of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exerciseStock, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation Company shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company shall (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, taxes, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment an increase of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant if that total number of issuable shares would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall will not take any action which results in any adjustment of the number of Warrant Quantity Shares if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation Company shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be reasonably necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity Purchase Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall will not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate of incorporation Charter or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holder of this Warrant against dilution or other impairmenthereunder. Without limiting the generality of the foregoing, the Corporation Company (ai) shall will not permit increase the par value of any shares of stock Class A Common Stock receivable upon on the exercise of this Warrant to exceed above the amount payable therefor upon on such exercise, (bii) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges Class A Common Stock on the exercise of this Warrant from time to time outstanding, (ciii) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class Capital Stock which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assetsassets and (iv) will not transfer all or substantially all of its assets to any other Person or consolidate with or merge into any other Person, or permit any such Person to consolidate with or merge into the Company (if the Company is not the surviving entity), unless such other Person shall expressly assume in writing and will be bound by all the terms of this Warrant, the Consent Agreement and the Registration Rights Agreement.

No Dilution or Impairment. The Corporation Company shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities Organic Change or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this WarrantNote, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (bi) shall take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stockCommon Stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise conversion of this Warrant Note from time to time outstanding, (cii) shall not take any action which results in any adjustment of the Warrant Quantity Conversion Price or the Adjusting Closing Bid Prices if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all conversion of this Warrant Note would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationBorrower's certificate of incorporation and available for the purpose of issue upon such exercise, (iii) shall not permit the par value of any shares of stock receivable upon the conversion of this Note to exceed the amount payable therefor upon such exercise, and (div) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate ------------------------- Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrantthe Warrants, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holders of this Warrant the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit increase the par value of any shares of stock receivable upon on the exercise of this Warrant to exceed the Warrants above the amount payable therefor upon on such exercise, (b) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges stock on the exercise of this Warrant all Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets, and (d) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrants.

No Dilution or Impairment. (a) The Corporation shall not, by amendment of its certificate of incorporation Charter or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will shall at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, actions as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant holder against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation (a) shall not permit increase the par value of any shares of stock receivable upon on the exercise of this Warrant to exceed above the amount payable therefor upon on such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable non-assessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges stock on the exercise of this Warrant all Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders Holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets, and (d) shall not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Corporation (if the Corporation is not the surviving person), unless such other person shall expressly assume in writing and shall be bound by all the terms of this Warrant. (b) Such antidilution rights shall not be restated, amended, modified or waived in any manner that is adverse to the holder hereof without such holder’s prior written consent. The Corporation shall promptly provide the holder hereof with any restatement, amendment, modification or waiver of the Corporation’s Charter promptly after the same has been made.

No Dilution or Impairment. The Corporation Company shall not, by amendment of ------------------------- its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity Purchase Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant investor against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit increase the par value of any shares of stock Shares receivable upon on the exercise of this Warrant to exceed above the amount payable therefor upon on such exercise, (b) will at all times reserve and keep available out of its authorized capital stock, solely for the purpose of issue upon exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon exercise of this Warrant in full and shall take all such action as may be necessary or appropriate in order that the Corporation may all shares of Common Stock that shall be so issuable shall be duly and validly issued and legally issue fully paid and nonassessable shares of stock, and free from all taxes, liens, security interests, encumbrances, preemptive rights liens and charges on with respect to the exercise of this Warrant from time to time outstandingissue thereof, (c) shall will not take effect a subdivision or split up of shares or similar transaction with respect to any action which results in any adjustment class of the Warrant Quantity if the total number of shares Common Stock without effecting an equivalent transaction with respect to all other classes of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exerciseStock, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate Restated Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrantthe Warrants, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holders of this Warrant the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit increase the par value of any shares of stock receivable upon on the exercise of this Warrant to exceed the Warrants above the amount payable therefor upon on such exercise, (b) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges stock on the exercise of this Warrant all Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets, and (d) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrants.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this the Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holders of this the Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit increase the par value or stated value of any shares of stock receivable upon on the exercise of this the Warrant to exceed above the amount payable therefor upon therefore on such stock receivable on the exercise of the Warrant above the amount payable therefore on such exercise, (b) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges stock on the exercise of this Warrant from time to time outstandingthe Warrant, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets, and (d) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and become bound by all the terms of the Warrant.

No Dilution or Impairment. The Corporation shall not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this WarrantParagraph (g), but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant holders against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (bi) shall take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of stockCommon Stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise conversion of this Warrant the Series C Convertible Preferred Stock from time to time outstanding, (cii) shall not take any action which results in any adjustment of the Warrant Quantity Conversion Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise conversion of all of this Warrant the Series C Convertible Preferred Stock would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate Certificate of incorporation Incorporation and available for the purpose of issue upon such exercise, (iii) shall not permit the par value of any shares of stock receivable upon the conversion of the Series C Convertible Preferred Stock to exceed the amount payable therefor upon such exercise, and (div) shall not issue any capital stock of any class which which, as to the holders, is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of ------------------------- its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit the par value - of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall will take all such action as - may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges stock on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall will not take any action which - results in any adjustment of the Warrant Quantity Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall - will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation Company shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities Organic Change or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this WarrantNote, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (bi) shall take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stockCommon Stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise conversion of this Warrant Note from time to time outstanding, (cii) shall not take any action which results in any adjustment of the Warrant Quantity Conversion Price or the Adjusting Closing Bid Prices if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all conversion of this Warrant Note would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, (iii) shall not permit the par value of any shares of stock receivable upon the conversion of this Note to exceed the amount payable therefor upon such exercise, and (div) shall not issue any capital stock of any class which which, as to the Holders, is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation Company shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this WarrantWarrant Agreement, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holder of this a Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this a Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity Purchase Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate Articles of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrantthe Warrants, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holders of this Warrant the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit increase the par value or stated value of any shares of stock receivable upon on the exercise of this Warrant to exceed the Warrants above the amount payable therefor upon on such exercise, (b) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges stock on the exercise of this Warrant all Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, ,liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assetsassets or such stock shall be non voting and not be convertible into shares of Common Stock or other voting stock, and (d) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person),unless such other person shall expressly assume in writing and become bound by all the terms of the Warrants.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrantthe Warrants, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holders of this Warrant the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation the (a) shall will not permit increase the par value or stated value of any shares of stock receivable upon on the exercise of this Warrant to exceed the Warrants above the amount payable therefor upon on such exercise, (b) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges stock on the exercise of this Warrant all Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets, and (d) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and become bound by all the terms of the Warrants.

No Dilution or Impairment. The Corporation Company shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of -------------------------- its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. .Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock - receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall will take all such action as may be necessary - or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall will not take any action which - results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate articles of incorporation and available and reserved for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is - preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this the Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holder of this the Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit increase the par value of any shares of stock receivable upon on the exercise of this the Warrant to exceed above the amount payable therefor upon on such exercise, (b) will at all times reserve and keep available out of its authorized capital stock, solely for the purpose of issue upon exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon exercise of this Warrant in full and shall take all such action as may be necessary or appropriate in order that the Corporation may all shares of Common Stock that shall be so issuable shall be duly and validly issued and legally issue fully paid and nonassessable shares of stock, and free from all taxes, liens, security interests, encumbrances, preemptive rights liens and charges on with respect to the exercise of this Warrant from time to time outstandingissue thereof, (c) shall will not take effect a subdivision or split-up of shares or similar transaction with respect to any action which results in any adjustment class of the Warrant Quantity if the total number of shares Common Stock without effecting an equivalent transaction with respect to all other classes of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exerciseStock, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation Company shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company shall (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment an increase of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant if that total number of issuable shares would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's Company’s certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment ------------------------- of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of - stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall will take all such action as may be necessary - or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall will not take any action which - results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to - dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Borrower will not, by amendment of its certificate Articles of incorporation Incorporation or bylaws or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this WarrantNote, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, actions as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant Lender against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Borrower (a) shall will not permit the increase tile par value of any shares of stock receivable upon on the exercise of this Warrant to exceed Note above the amount payable therefor upon on such exercise, (b) will at all times reserve and keep available a number of its authorized shares of Common Stock or such other securities as may be issuable on conversion of this Note (and on the conversion or exercise of such other securities), free from all preemptive rights thereon, which will be sufficient to permit the frill conversion of this Note, and (c) shall take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of said shares of Common Stock (or Other Securitiessuch other securities) issuable after that may be issued pursuant to the action upon the exercise of all conversion of this Warrant would exceed Note will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the total issue thereof. If at any time while this Note is outstanding there shall be (i) a reorganization, (ii) a merger or consolidation of the Borrower with or into another corporation in which the Borrower is not the surviving entity, or a reverse triangular merger in which the Borrower is the surviving entity but the shares of the Borrower’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Borrower’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note shall thereafter be entitled to receive upon conversion, the number of shares of Common Stock (stock or Other Securities) then authorized by other securities or property of the Corporation's certificate successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of incorporation the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer. The foregoing provisions of this paragraph shall similarly apply to successive reorganizations, consolidations, mergers, sales and available for transfers arid to the purpose of issue upon such exercise, and (d) shall not issue any capital stock or securities of any class which is preferred as to dividends or as to other corporation that are at the distribution time receivable upon the conversion of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assetsthis Note.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of ------------------------- its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall will not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate articles of incorporation and available and reserved for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Company will not, by amendment of its certificate Articles of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrantthe Warrants, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holders of this Warrant the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall will not permit increase the par value or stated value of any shares of stock receivable upon on the exercise of this Warrant to exceed the Warrants above the amount payable therefor upon on such exercise, (b) shall will take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges stock on the exercise of this Warrant all Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Corporation's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assetsassets or such stock shall be non voting and not be convertible into shares of Common Stock or other voting stock, and (d) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and become bound by all the terms of the Warrants.

No Dilution or Impairment. The Corporation Company shall not, by amendment ------------------------- of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, action as may be necessary or appropriate in order to protect the rights of the Holder holder of this Warrant warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Corporation Company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant the Warrants from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity Purchase Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of this Warrant the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CorporationCompany's certificate of incorporation and available for the purpose of issue upon such exercise, and (d) shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Corporation shall Borrower will not, by amendment of its certificate Articles of incorporation Incorporation or bylaws or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this WarrantNote, but will at all times in good faith assist in the carrying out of all such terms, terms and in the taking of all such action, actions as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant Lender against dilution or other impairment. Without limiting the generality of the foregoing, the Corporation Borrower (a) shall will not permit increase the par value of any shares of stock receivable upon on the exercise of this Warrant to exceed Note above the amount payable therefor upon on such exercise, (b) will at all times reserve and keep available a number of its authorized shares of Common Stock or such other securities as may be issuable on conversion of this Note (and on the conversion or exercise of such other securities), free from all preemptive rights thereon, which will be sufficient to permit the full conversion of this Note, and (c) shall take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of this Warrant from time to time outstanding, (c) shall not take any action which results in any adjustment of the Warrant Quantity if the total number of said shares of Common Stock (or Other Securitiessuch other securities) issuable after that may be issued pursuant to the action upon the exercise of all conversion of this Warrant would exceed Note will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the total issue thereof. If at any time while this Note is outstanding there shall be (i) a reorganization, (ii) a merger or consolidation of the Borrower with or into another corporation in which the Borrower is not the surviving entity, or a reverse triangular merger in which the Borrower is the surviving entity but the shares of the Borrower's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Borrower's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note shall thereafter be entitled to receive upon conversion, the number of shares of Common Stock (stock or Other Securities) then authorized by other securities or property of the Corporation's certificate successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of incorporation the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer. The foregoing provisions of this paragraph shall similarly apply to successive reorganizations, consolidations, mergers, sales and available for transfers and to the purpose of issue upon such exercise, and (d) shall not issue any capital stock or securities of any class which is preferred as to dividends or as to other corporation that are at the distribution time receivable upon the conversion of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assetsthis Note.