Common use of RESERVATION AND AUTHORIZATION OF COMMON STOCK Clause in Contracts

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants thatREGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the Closing Date, for subject to the duration limitation set forth in the last sentence of the Exercise Periodthis paragraph, the Company will shall at all times reserve and keep available, from available for issue upon the exercise of warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon as will be sufficient to permit the exercise in full of all outstanding Warrants. If at any time the Warrants and free of preemptive rights, such number of authorized but unissued shares of Common Stock and other securities, cash or property as from time shall not be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cash. The and Other Warrants, the Company further covenants that it shallwill take such corporate action as may, from time to timein the opinion of its counsel, take all steps be necessary to increase the its authorized number of but unissued shares of its Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, taking appropriate board action, recommending such an increase to deliver all the holders of Common Stock, holding shareholders meetings, soliciting votes and proxies in favor of such increase to obtain the requisite shareholder approval and upon such approval, the Company shall reserve and keep available such additional shares solely for the purpose of permitting the exercise of Warrants or Other Warrants. Prior to the earlier of (i) May 31, 1998 or (ii) the approval by the shareholders of the Company of an increase in the number of authorized shares of Common Stock deliverable upon as contemplated in the Unit Purchase Agreement, the Company shall be in compliance with this Section 7 to the extent that it reserves and keeps available out of its authorized but unissued shares of Common stock, solely for the purpose of permitting the exercise of Warrants and Attached Warrants (as defined in full the Unit Purchase Agreement), 2,267,421 shares of all outstanding Warrants, if at any time the authorized number of Common Stock. All shares of Common Stock remaining unissued would otherwise which shall be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the Warrants willterms of such Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of any liens, claims and restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified provided herein). The Except as provided in this Warrant, no stockholder of the Company has or shall take all such actions as may be necessary have any preemptive rights to ensure that all subscribe for such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofStock.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants thatREGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the earlier of (i) May 31, for 1998 or (ii) the duration approval by the shareholders of the Exercise PeriodCompany of an increase in the number of authorized shares of Common Stock as contemplated in the Unit Purchase Agreement, the Company will shall at all times reserve and keep available, from available for issue upon the exercise of warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon as will be sufficient to permit the exercise in full of all outstanding Warrants. If at any time from and after the Warrants and free of preemptive rights, such date referred to above the number of authorized but unissued shares of Common Stock and other securities, cash or property as from time shall not be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cash. The and Other Warrants, the Company further covenants that it shallwill take such corporate action as may, from time to timein the opinion of its counsel, take all steps be necessary to increase the its authorized number of but unissued shares of its Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, taking appropriate board action, recommending such an increase to deliver all the holders of Common Stock, holding shareholders meetings, soliciting votes and proxies in favor of such increase to obtain the requisite shareholder approval and upon such approval, the Company shall reserve and keep available such additional shares solely for the purpose of permitting the exercise of Warrants or Other Warrants. All shares of Common Stock deliverable upon exercise in full of all outstanding Warrantswhich shall be so issuable, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable when issued upon exercise of any Warrant and payment therefor in accordance with the Warrants willterms of such Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of any liens, claims and restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified provided herein). The Except as provided in this Warrant, no stockholder of the Company has or shall take all such actions as may be necessary have any preemptive rights to ensure that all subscribe for such shares of Common Stock may be so issued without violation of Stock. Before taking any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon action which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by would result in an adjustment in the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof or the type of consideration for which this Warrant is exercisable or in accordance with the terms hereof will not constitute a breach ofCurrent Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or a default underconsents thereto, as may be necessary from any other material agreements to which the Company is a party on the date hereofpublic regulatory body or bodies having jurisdiction thereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified hereinherein or in connection with a Cashless Exercise). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise of Warrants Warrants, if any, will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants thatREGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the Closing Date, for subject to the duration limitation set forth in the last sentence of the Exercise Periodthis paragraph, the Company will shall at all times reserve and keep available, from available for issue upon the exercise of warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon as will be sufficient to permit the exercise in full of all outstanding Warrants. If at any time the Warrants and free of preemptive rights, such number of authorized but unissued shares of Common Stock and other securities, cash or property as from time shall not be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cash. The and Other Warrants, the Company further covenants that it shallwill take such corporate action as may, from time to timein the opinion of its counsel, take all steps be necessary to increase the its authorized number of but unissued shares of its Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, taking appropriate board action, recommending such an increase to deliver all the holders of Common Stock, holding shareholders meetings, soliciting votes and proxies in favor of such increase to obtain the requisite shareholder approval and upon such approval, the Company shall reserve and keep available such additional shares solely for the purpose of permitting the exercise of Warrants or Other Warrants. Prior to the earlier of (i) May 31, 1998 or (ii) the approval by the shareholders of the Company of an increase in the number of authorized shares of Common Stock deliverable upon as contemplated in the Unit Purchase Agreement, the Company shall be in compliance with this Section 7 to the extent that it reserves and keeps available out of its authorized but unissued shares of Common stock, solely for the purpose of permitting the exercise of Warrants and Shortfall Warrants (as defined in full the Unit Purchase Agreement), 2,267,421 shares of all outstanding Warrants, if at any time the authorized number of Common Stock. All shares of Common Stock remaining unissued would otherwise which shall be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the Warrants willterms of such Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of any liens, claims and restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified provided herein). The Except as provided in this Warrant, no stockholder of the Company has or shall have any preemptive rights to subscribe for such shares of Common Stock. Before taking any action which would result in an adjustment in the number of shares of Common Stock or the type of consideration for which this Warrant is exercisable or in the Current Warrant Price, the Company shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon exercise of Warrants will comply require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply in good faith and as expeditiously as possible and at its expense endeavor to cause such transfer agents with shares to be duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares, shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized its number of authorized shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized but unissued number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from (i) any and all security interests created by or imposed upon the Company and (ii) all taxes, liens and charges in respect of the issue thereof (other than income or withholding taxes or taxes in respect of any transfer occurring contemporaneously or as otherwise specified hereinherein or in connection with a Cashless Exercise). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the shares of Common Stock is are then listed. The Company covenants that the stock certificates, if any, share certificates issued to evidence any shares of Common Stock issued upon exercise of Warrants Warrants, if any, will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the shares of Common Stock at all times to reserve stock share certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock share certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the duration of the Exercise PeriodClosing Date, the Company will shall at all times reserve and keep available, from available for issuance upon the exercise of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall will be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The Company covenants that all All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants willWarrants, upon issuance, the Company shall take any corporate action which may be duly reasonably necessary in order that the Company may validly and validly issued, legally issue fully paid and nonassessable and will be free shares of restrictions on transfer and will be free from all taxes, liens and charges such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in respect an adjustment in the number of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be so issued without violation of reasonably necessary from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon exercise of Warrants will comply warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply in good faith and as expeditiously as possible and at its expense endeavor to cause such transfer agents with shares to be duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders registered or qualified; provided that the issuance provisions of Section 9 shall govern with respect to Company's obligation to effect the Warrants and registration of its securities under the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofSecurities Act.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cashWarrants. The Company further covenants that it shall, from time to time, take all steps necessary use its reasonable best efforts to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than liens or charges created by the Holder or taxes in respect of any transfer occurring contemporaneously therewith or as otherwise specified herein). The Company shall take all such actions as may be necessary use its reasonable best efforts to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants ) and that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed; provided, however, that in no event shall such shares of Common Stock be issued, and the Company is hereby authorized to suspend the exercise of all Warrants, for the period during which compliance with any such law, regulation or requirement or any such listing is required but not in effect. The Company covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the extent asterms of this Agreement, and if, requiredthe Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will shall at all times during the term of this Warrant reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free then outstanding balance of preemptive rights, this Warrant such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient required for issuance of the Consideration Warrant Shares. Before taking any action that would result in an adjustment in the number of Consideration Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction over such action. If any Consideration Warrant Shares required to deliver all be reserved for issuance upon exercise of Warrants require registration or qualification with any Governmental Entity (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered. Before taking any action that would cause an adjustment reducing the Exercise Price below the then par value (if any) of the shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized Warrant or that would cause the number of Consideration Warrant Shares issuable upon exercise of the Warrant to exceed (when taken together with all other Outstanding shares of Common Stock remaining unissued would otherwise be insufficient Stock) the number of Consideration Warrant Shares that the Company is authorized to allow delivery issue, the Company will take any corporate action that, in the opinion of all its counsel, is necessary in order that the shares Company may validly and legally issue the full number of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all fully paid and non-assessable shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all Warrant at such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon adjusted exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofprice.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company Corporation covenants that, for the duration so long as any shares of the Exercise PeriodSeries A Preferred stock remain outstanding, the Company Corporation will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise conversion of the Warrants shares of Series A Preferred Stock and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise conversion in full of all outstanding Warrants for cashshares of Series A Preferred Stock. The Company Corporation further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise conversion in full of all outstanding Warrantsshares of Series A Preferred Stock. The Company Corporation covenants that all shares of Common Stock issuable upon exercise conversion of the Warrants shares of Series A Preferred Stock will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer (other than restrictions on transfer arising under federal and state securities laws) and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company Corporation shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company Corporation upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company Corporation covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise conversion of Warrants shares of Series A Preferred Stock will comply with the Delaware General Corporation Law and any other applicable law. The Company Corporation hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, shares as shall be requisite for such purpose. The transfer agent or agents for the Series A Preferred Stock are hereby authorized to requisition from time to time from any such transfer agents for the extent asCommon Stock stock certificates required to honor outstanding shares of Series A Preferred Stock upon conversion thereof in accordance with the terms of this Certificate of Incorporation, and if, requiredthe Corporation hereby authorizes and directs such transfer agents to comply with all such requests of the transfer agent or agents for the Series A Preferred Stock. The Company Corporation will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the duration of the Exercise PeriodClosing Date, the Company will shall at all times reserve and keep available, from its available for issue upon the exercise of Class A Warrants such number of authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time will be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cashClass A Warrants. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all All shares of Common Stock deliverable which shall be so issuable, when issued upon exercise of any Class A Warrant and payment therefor in full accordance with the terms of this Warrant Agreement, shall be duly and validly issued and fully paid and nonassessable, not subject to preemptive rights, and free from all outstanding Warrantstaxes, liens, charges, security interests, encumbrances and other restrictions created by or through the Company. Before taking any action which would cause an adjustment reducing the Current Class A Warrant Price below the then par value, if at any time any, of the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants willClass A Warrants, upon issuance, the Company shall take any corporate action which may be duly necessary in order that the Company may validly and validly issued, legally issue fully paid and nonassessable and will be free shares of restrictions on transfer and will be free from all taxessuch Common Stock at such adjusted Current Class A Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which Class A Warrants are exercisable or in the Current Class A Warrant Price, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take use its best efforts to obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon exercise of Class A Warrants will comply require registration or qualification with any governmental authority or other governmental approval or filing under any federal or state law before such shares may be so issued, the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply in good faith (subject to all applicable laws including, without limitation, those rules and regulations promulgated under the Securities Act) and as expeditiously as possible and at its expense endeavor to cause such transfer agents with shares to be duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company Corporation covenants that, for the duration so long as any shares of the Exercise Period, the Company Series B Preferred Stock remain outstanding: (i) The Corporation will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise conversion of the Warrants shares of Series B Preferred Stock and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise conversion in full of all outstanding Warrants for cash. shares of Series B Preferred Stock; (ii) The Company further covenants that it Corporation shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full conversion of all outstanding Warrants. The Company covenants that all shares of Series B Preferred Stock; (iii) All shares of Common Stock issuable upon exercise conversion of the Warrants shares of Series B Preferred Stock will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer (other than restrictions on transfer arising under federal and state securities laws) and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). ; (iv) The Company Corporation shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation applicable to it or any requirements of any U.S. national securities domestic stock exchange upon which shares of Common Stock may be listed listed; (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). v) The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise conversion of Warrants shares of Series B Preferred Stock will comply with the Delaware General Corporation Law and any other applicable law. The Company Corporation hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, shares as shall be requisite for such purpose. The transfer agent or agents for the Series B Preferred Stock are hereby authorized to requisition from time to time from any such transfer agents for the extent asCommon Stock stock certificates required to honor outstanding shares of Series B Preferred Stock upon conversion thereof in accordance with the terms of this Certificate of Designations, and if, requiredthe Corporation hereby authorizes and directs such transfer agents to comply with all such requests of the transfer agent or agents for the Series B Preferred Stock. The Company Corporation will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the duration of the Exercise PeriodClosing Date, the Company will shall at all times reserve and keep available, from its available for issue upon the exercise of Class B Warrants such number of authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time will be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cashClass B Warrants. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all All shares of Common Stock deliverable which shall be so issuable, when issued upon exercise of any Class B Warrant and payment therefor in full accordance with the terms of this Warrant Agreement, shall be duly and validly issued and fully paid and nonassessable, not subject to preemptive rights, and free from all outstanding Warrantstaxes, liens, charges, security interests, encumbrances and other restrictions created by or through the Company. Before taking any action which would cause an adjustment reducing the Current Class B Warrant Price below the then par value, if at any time any, of the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants willClass B Warrants, upon issuance, the Company shall take any corporate action which may be duly necessary in order that the Company may validly and validly issued, legally issue fully paid and nonassessable and will be free shares of restrictions on transfer and will be free from all taxessuch Common Stock at such adjusted Current Class B Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which Class B Warrants are exercisable or in the Current Class B Warrant Price, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take use its best efforts to obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon exercise of Class B Warrants will comply require registration or qualification with any governmental authority or other governmental approval or filing under any federal or state law before such shares may be so issued, the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply in good faith (subject to all applicable laws including, without limitation, those rules and regulations promulgated under the Securities Act) and as expeditiously as possible and at its expense endeavor to cause such transfer agents with shares to be duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will Issuer shall at all times reserve and keep available, from available for issue upon the exercise or conversion of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall will be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The Company covenants that all Issuer shall not amend the provisions of its certificate of incorporation governing the Common Stock other than (i) to increase or decrease the number of shares of authorized capital stock (subject to the provisions of the preceding sentence) or (ii) to decrease the par value of any shares of Common Stock. All shares of Common Stock issuable which shall be so issuable, when issued upon exercise of any Warrant and payment of the Warrants willapplicable Exercise Price therefor in accordance with the terms of this Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof any Liens (other than taxes those arising under operation of applicable securities laws). Before taking any action which would result in respect an adjustment in the number of shares of Common Stock comprising a Stock Unit or which would cause an adjustment reducing the Current Warrant Price per share of Common Stock below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Issuer shall take any corporate action which is necessary in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock free and clear of any transfer occurring contemporaneously Liens (other than those arising under operation of applicable securities laws) upon the exercise of all the Warrants immediately after the taking of such action. Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or as otherwise specified herein). The Company in the Current Warrant Price per share of Common Stock, the Issuer shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. Promptly following the execution of this Agreement, the Issuer will use best efforts to ensure that all such shares of list on each national securities exchange on which any Common Stock may at any time be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock willlisted, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchangeupon exercise of the Warrants, if anyand will maintain such listing of, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any all shares of Common Stock issued from time to time issuable upon the exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent asWarrants, and if, required. The Company as soon as reasonably practicable following completion of each such listing the Issuer will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to notify the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofthereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company Parent covenants that, for the duration of the Exercise Periodso long as any Securities remain Outstanding, the Company Parent will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise conversion of the Warrants Securities and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise conversion in full of all outstanding Warrants for cashOutstanding Securities. The Company Parent further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise conversion in full of all outstanding WarrantsOutstanding Securities. The Company Parent covenants that all shares of Common Stock issuable upon exercise conversion of the Warrants Securities will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company Parent shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company Parent upon each such issuance). The Company Parent covenants that all shares of Common Stock will, at all times that Warrants Securities are exercisableconvertible, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company Parent covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise conversion of Warrants Securities will comply with the Delaware General Corporation Law and any other applicable law. The Company Parent hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, shares as shall be requisite for such purpose. The Trustee is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor Outstanding Securities upon conversion thereof in accordance with the extent asterms of this Indenture, and if, requiredthe Parent hereby authorizes and directs such transfer agents to comply with all such requests of the Trustee. The Company Parent will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants thatREGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the Closing Date, for subject to the duration limitation set forth in the last sentence of the Exercise Periodthis paragraph, the Company will shall at all times reserve and keep available, from available for issue upon the exercise of warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time will be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cashWarrants. The If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to permit the exercise in full of all outstanding Warrants, the Company further covenants that it shallwill take such corporate action as may, from time to timein the opinion of its counsel, take all steps be necessary to increase the its authorized number of but unissued shares of its Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, taking appropriate board action, recommending such an increase to deliver all the holders of Common Stock, holding shareholders meetings, soliciting votes and proxies in favor of such increase to obtain the requisite shareholder approval and upon such approval, the Company shall reserve and keep available such additional shares solely for the purpose of permitting the exercise of Warrants. All shares of Common Stock deliverable upon exercise in full of all outstanding Warrantswhich shall be so issuable, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable when issued upon exercise of any Warrant and payment therefor in accordance with the Warrants willterms of such Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of any liens, claims and restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified provided herein). The Except as provided in this Warrant, no stockholder of the Company has or shall have any preemptive rights to subscribe for such shares of Common Stock. Before taking any action which would result in an adjustment in the number of shares of Common Stock or the type of consideration for which this Warrant is exercisable or in the Current Warrant Price, the Company shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon exercise of Warrants will comply require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 10) before such shares may be so issued, the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply in good faith and as expeditiously as possible and at its expense endeavor to cause such transfer agents with shares to be duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will shall at all times reserve and keep available, from available for issue upon the exercise or conversion of Warrants such number of its authorized and but unissued shares of Class A Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, (or any stock into which such number of shares of Class A Common Stock and other securities, cash or property as from time to time shall be issuable upon changed) as will be sufficient to permit the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of . All shares of its Class A Common Stock to (or any stock into which such number of shares as Class A Common Stock shall be sufficient to deliver all shares of Common Stock deliverable changed) which shall be so issuable, when issued upon exercise of any Warrant and payment of the applicable Exercise Price therefor in full accordance with the terms hereof and of the Warrants, shall be duly and validly issued by the Company, fully paid and nonassessable and free and clear of all outstanding Warrants, if at Liens. Before taking any time action which would result in an adjustment in the authorized number of shares of Common Stock remaining unissued comprising a Stock Unit or which would otherwise be insufficient to allow delivery of all cause an adjustment reducing the shares Current Warrant Price per share of Common Stock below the then deliverable upon par value, if any, of the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants willWarrants, upon issuance, be duly the Company shall take any corporate action which is necessary in order that the Company may validly and validly issued, legally issue fully paid and nonassessable shares of Common Stock free and will be free clear of restrictions on transfer and will be free from all taxesLiens upon the exercise of all the Warrants immediately after the taking of such action. Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or in the Current Warrant Price per share of Common Stock, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of from any public regulatory body or bodies having jurisdiction thereof. The Company will list on each national securities exchange on which any Common Stock may at any time be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock willlisted, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchangeupon exercise of the Warrants, if anyand will maintain such listing of, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any all shares of Common Stock issued from time to time issuable upon the exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, requiredWarrants. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent asalso so list on each national securities exchange, and ifwill maintain such listing of, required. The Company hereby represents and warrants to any Other Securities if at the Holders that the issuance time any securities of the Warrants and same class shall be listed on such national securities exchange by the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofCompany.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, (and any successor corporation) shall take all action necessary so that a number of shares of the authorized but unissued Common Stock (or common stock in the case of any successor corporation) sufficient to provide for the duration issuance of the Exercise Periodall Second Tranche Shares, the Company will Repricing Shares and Warrant Shares issuable hereunder are at all times reserve and keep availablereserved by the Company (or any successor corporation), free from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such . If the Company shall issue any securities or make any change in its capital structure which would change the number of shares of Common Stock and other securitiesissuable as Second Tranche Shares, cash Repricing Shares or property Warrant Shares as from herein provided, the Company shall at the same time to time also make proper provision so that thereafter there shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for issuance of such Shares on the new basis. If at any time the number of authorized but unissued shares or the number of reserved shares of Common Stock shall not be sufficient to permit the issuance of all Repricing Shares and Warrant Shares issuable hereunder, (1) the Company promptly shall seek, and use its best efforts to obtain and complete, such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose and (2) for each 30-day period or portion thereof while such insufficiency shall continue, the Company shall pay the Buyer, at the end of each such 30-day period or portion thereof, an amount equal to deliver all shares the Insufficient Share Amount for each Repricing Share for which an Exercise Notice has been given and for each Warrant Share for which Warrants have been exercised, as the case may be, which is not then issuable by reason of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrantssuch insufficiency. The Company covenants that all shares of Common Stock issuable upon exercise payment provided in clause (2) of the Warrants will, upon issuance, foregoing sentence shall be duly in addition to and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect shall not limit any other rights or remedies of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law Buyer under this Agreement and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will Issuer shall at all times reserve and keep available, from available for issue upon the exercise or conversion of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall will be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The Company covenants that all Issuer shall not amend its certificate of incorporation in any respect relating to the Common Stock other than (i) to increase or decrease the number of shares of authorized capital stock (subject to the provisions of the preceding sentence) or (ii) to decrease the par value of any shares of Common Stock. All shares of Common Stock issuable which shall be so issuable, when issued upon exercise of any Warrant and payment of the Warrants willapplicable Exercise Price therefor in accordance with the terms of this Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of restrictions on transfer and will be free from all taxesany Liens. Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or which would cause an adjustment reducing the Current Warrant Price per share of Common Stock below the then par value, liens and charges in respect if any, of the Bechtel Warrant Agreement shares of Common Stock issuable upon exercise of the Warrants, the Issuer shall take any corporate action which is necessary in order that the Issuer may validly and legally issue thereof (other than taxes in respect fully paid and nonassessable shares of Common Stock free and clear of any transfer occurring contemporaneously Liens upon the exercise of all the Warrants immediately after the taking of such action. Before taking any action, which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or as otherwise specified herein). The Company in the Current Warrant Price per share of Common Stock, the Issuer shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of from any public regulatory body or bodies having jurisdiction thereof. The Issuer will list on each national securities exchange on which any Common Stock may at any time be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock willlisted, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchangeupon exercise of the Warrants, if anyand will maintain such listing of, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any all shares of Common Stock issued from time to time issuable upon the exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofWarrants.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will Issuer shall at all times reserve and keep available, from available for issue upon the exercise or conversion of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall will be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The Company covenants that all Issuer shall not amend its certificate of incorporation in any respect relating to the Common Stock other than (i) to increase or decrease the number of shares of authorized capital stock (subject to the provisions of the preceding sentence) or (ii) to decrease the par value of any shares of Common Stock. All shares of Common Stock issuable which shall be so issuable, when issued upon exercise of any Warrant and payment of the Warrants willapplicable Exercise Price therefor in accordance with the terms of this Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of restrictions on transfer and will be free from all taxesany Liens. Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or which would cause an adjustment reducing the Current Warrant Price per share of Common Stock below the then par value, liens and charges in respect if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Issuer shall take any corporate action which is necessary in order that the Issuer may validly and legally issue thereof (other than taxes in respect fully paid and nonassessable shares of Common Stock free and clear of any transfer occurring contemporaneously Liens upon the exercise of all the Warrants immediately after the taking of such action. Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or as otherwise specified herein). The Company in the Current Warrant Price per share of Common Stock, the Issuer shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of from any public regulatory body or bodies having jurisdiction thereof. The Issuer will list on each national securities exchange on which any Common Stock may at any time be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock willlisted, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchangeupon exercise of the Warrants, if anyand will maintain such listing of, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any all shares of Common Stock issued from time to time issuable upon the exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofWarrants.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the duration of the Exercise PeriodClosing Date, the Company will shall at all times reserve and keep available, from available for issue upon the exercise of warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time will be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cashWarrants. The If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to permit the exercise in full of all outstanding Warrants, the Company further covenants that it shallwill take such corporate action as may, from time to timein the opinion of its counsel, take all steps be necessary to increase the its authorized number of but unissued shares of its Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, taking appropriate board action, recommending such an increase to deliver all the holders of Common Stock, holding shareholders meetings, soliciting votes and proxies in favor of such increase to obtain the requisite shareholder approval and upon such approval, the Company shall reserve and keep available such additional shares solely for the purpose of permitting the exercise of Warrants. All shares of Common Stock deliverable upon exercise in full of all outstanding Warrantswhich shall be so issuable, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable when issued upon exercise of any Warrant and payment therefor in accordance with the Warrants willterms of such Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of any liens, claims and restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified provided herein). The Except as provided in this Warrant, no stockholder of the Company has or shall have any preemptive rights to subscribe for such shares of Common Stock. Before taking any action which would result in an adjustment in the number of shares of Common Stock or the type of consideration for which this Warrant is exercisable or in the Current Warrant Price, the Company shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon exercise of Warrants will comply require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply in good faith and as expeditiously as possible and at its expense endeavor to cause such transfer agents with shares to be duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that it will take such actions as may be necessary or appropriate in order that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than income or similar taxes or taxes in respect of any transfer occurring contemporaneously or as otherwise specified hereinherein or in connection with a Cashless Exercise). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listedregulation. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law Act (as amended) and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the shares of Common Stock at all times to reserve stock certificates for such number of authorized sharesshares of Common Stock, to the extent as, and if, required. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for 6.1 From and after the duration of the Exercise PeriodOriginal Issue Date, the Company will shall at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely available for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of its authorized but unissued shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall will be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The All shares of Common Stock issuable pursuant to the terms hereof, when issued upon exercise of this Warrant with payment therefor in accordance with the terms hereof, shall be duly and validly issued and fully paid and nonassessable, not subject to preemptive rights and shall be free and clear of all Liens. Before taking any action that would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Exercise Price, the Company covenants shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction over such action. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered. 6.2 Before taking any action that all would cause an adjustment reducing the Exercise Price below the par value of the shares of Common Stock deliverable upon exercise of the Warrant or that would cause the number of shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from Warrant to exceed (when taken together with all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such outstanding shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by Stock) the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which that the Company is a party on authorized to issue, the date hereofCompany will take any corporate action that, in the opinion of its counsel, is necessary in order that the Company may validly and legally issue the full number of fully paid and nonassessable shares of Common Stock issuable upon exercise of the Warrant at such adjusted Exercise Price.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will shall at all times reserve and keep available, from available for issue upon the exercise or conversion of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time will be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all . All shares of Common Stock deliverable which shall be so issuable, when issued upon exercise of any Warrant and payment of the applicable Exercise Price therefor in full accordance with the terms hereof and of the Warrants, shall be duly and validly issued by the Company, fully paid and nonassessable and free and clear of all outstanding Warrants, if at Liens. Before taking any time action which would result in an adjustment in the authorized number of shares of Common Stock remaining unissued comprising a Stock Unit or which would otherwise be insufficient to allow delivery of all cause an adjustment reducing the shares Current Warrant Price per share of Common Stock below the then deliverable upon par value, if any, of the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants willWarrants, upon issuance, be duly the Company shall take any corporate action which is necessary in order that the Company may validly and validly issued, legally issue fully paid and nonassessable shares of Common Stock free and will be free clear of restrictions on transfer and will be free from all taxesLiens upon the exercise of all the Warrants immediately after the taking of such action. Warrant Agreement ----------------- Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or in the Current Warrant Price per share of Common Stock, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of from any public regulatory body or bodies having jurisdiction thereof. The Company will list on each national securities exchange on which any Common Stock may at any time be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock willlisted, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchangeupon exercise of the Warrants, if anyand will maintain such listing of, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any all shares of Common Stock issued from time to time issuable upon the exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, requiredWarrants. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent asalso so list on each national securities exchange, and ifwill maintain such listing of, required. The Company hereby represents and warrants to any Other Securities if at the Holders that the issuance time any securities of the Warrants and same class shall be listed on such national securities exchange by the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofCompany.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the duration of the Exercise PeriodClosing Date, the Company will shall at all times reserve and keep available, from available for issue upon the exercise of warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon as will be sufficient to permit the exercise in full of all outstanding Warrants. If at any time the Warrants and free of preemptive rights, such number of authorized but unissued shares of Common Stock and other securities, cash or property as from time shall not be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cash. The and Other Warrants, the Company further covenants that it shallwill take such corporate action as may, from time to timein the opinion of its counsel, take all steps be necessary to increase the its authorized number of but unissued shares of its Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, taking appropriate board action, recommending such an increase to deliver all the holders of Common Stock, holding shareholders meetings, soliciting votes and proxies in favor of such increase to obtain the requisite shareholder approval and upon such approval, the Company shall reserve and keep available such additional shares solely for the purpose of permitting the exercise of Warrants or Other Warrants. All shares of Common Stock deliverable upon exercise in full of all outstanding Warrantswhich shall be so issuable, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable when issued upon exercise of any Warrant and payment therefor in accordance with the Warrants willterms of such Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of any liens, claims and restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified provided herein). The Except as provided in this Warrant, no stockholder of the Company has or shall have any preemptive rights to subscribe for such shares of Common Stock. Before taking any action which would result in an adjustment in the number of shares of Common Stock or the type of consideration for which this Warrant is exercisable or in the Current Warrant Price, the Company shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon exercise of Warrants will comply require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply in good faith and as expeditiously as possible and at its expense endeavor to cause such transfer agents with shares to be duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cashWarrants. The Company further covenants that it shall, to the fullest extent permitted by law, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer transfer, other than as specified in Section 2.4, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such lawful actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law of the State of Delaware and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the extent asterms of this Agreement, and if, requiredthe Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will shall at all times reserve and keep available, from available for issue upon the exercise or conversion of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time will be WARRANT AGREEMENT sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all . All shares of Common Stock deliverable which shall be so issuable, when issued upon exercise of any Warrant and payment of the applicable Exercise Price therefor in full accordance with the terms hereof and of the Warrants, shall be duly and validly issued by the Company, fully paid and nonassessable and free and clear of all outstanding Warrants, if at Liens. Before taking any time action which would result in an adjustment in the authorized number of shares of Common Stock remaining unissued comprising a Stock Unit or which would otherwise be insufficient to allow delivery of all cause an adjustment reducing the shares Current Warrant Price per share of Common Stock below the then deliverable upon par value, if any, of the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants willWarrants, upon issuance, be duly the Company shall take any corporate action which is necessary in order that the Company may validly and validly issued, legally issue fully paid and nonassessable shares of Common Stock free and will be free clear of restrictions on transfer and will be free from all taxesLiens upon the exercise of all the Warrants immediately after the taking of such action. Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or in the Current Warrant Price per share of Common Stock, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of from any public regulatory body or bodies having jurisdiction thereof. The Company will list on each national securities exchange on which any Common Stock may at any time be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock willlisted, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchangeupon exercise of the Warrants, if anyand will maintain such listing of, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any all shares of Common Stock issued from time to time issuable upon the exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, requiredWarrants. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent asalso so list on each national securities exchange, and ifwill maintain such listing of, required. The Company hereby represents and warrants to any Other Securities if at the Holders that the issuance time any securities of the Warrants and same class shall be listed on such national securities exchange by the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofCompany.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified hereinherein or in connection with a Cashless Exercise). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the extent asterms of this Agreement, and if, requiredthe Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. cash The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will shall at all times reserve and keep available, free from its authorized and unissued shares of Common Stock preemptive rights, solely for issuance and delivery issue upon the exercise of the Warrants and free of preemptive rightsas herein provided, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the its authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all but unissued shares of Common Stock deliverable upon the exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise Warrants as will be insufficient sufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any (i) all shares of Common Stock that may be issued upon exercise of Warrants shall upon issuance be duly and validly issued and fully paid and nonassessable and (ii) the stock certificates issued to evidence any such shares of Common Stock will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the extent asterms of this Agreement, and if, requiredthe Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to . Promptly after the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance date of expiration of all of the Warrants in accordance with SECTION 3.2(B), the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and the issuance of thereafter no shares of Common Stock upon exercise thereof shall be reserved in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofrespect of such Warrants.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company Corporation covenants that, for the duration so long as any shares of the Exercise Period, the Company Series C Preferred Stock remain outstanding: (i) The Corporation will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise conversion of the Warrants shares of Series C Preferred Stock and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise conversion in full of all outstanding Warrants for cash. shares of Series C Preferred Stock; (ii) The Company further covenants that it Corporation shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full conversion of all outstanding Warrants. The Company covenants that all shares of Series C Preferred Stock; (iii) All shares of Common Stock issuable upon exercise conversion of the Warrants shares of Series C Preferred Stock will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer (other than restrictions on transfer arising under federal and state securities laws) and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). ; (iv) The Company Corporation shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation applicable to it or any requirements of any U.S. national securities domestic stock exchange upon which shares of Common Stock may be listed listed; (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). v) The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise conversion of Warrants shares of Series C Preferred Stock will comply with the Delaware General Corporation Law and any other applicable law. The Company Corporation hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, shares as shall be requisite for such purpose. The transfer agent or agents for the Series C Preferred Stock are hereby authorized to requisition from time to time from any such transfer agents for the extent asCommon Stock certificates required to honor outstanding shares of Series C Preferred Stock upon conversion thereof in accordance with the terms of this Certificate of Designations, and if, requiredthe Corporation hereby authorizes and directs such transfer agents to comply with all such requests of the transfer agent or agents for the Series C Preferred Stock. The Company Corporation will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the duration of the Exercise Perioddate hereof, the Company will shall at all times reserve and keep available, from available for issuance upon the exercise of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall will be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The Company covenants that all All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants willWarrants, upon issuance, the Company shall take any corporate action which may be duly reasonably necessary in order that the Company may validly and validly issued, legally issue fully paid and nonassessable and will be free shares of restrictions on transfer and will be free from all taxes, liens and charges such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in respect an adjustment in the number of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be so issued without violation of reasonably necessary from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon exercise of Warrants will comply warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply in good faith and as expeditiously as possible and at its expense endeavor to cause such transfer agents with shares to be duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders registered or qualified; provided that the issuance provisions of Section 9 shall govern with respect to Company's obligation to effect the Warrants and registration of its securities under the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofSecurities Act.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. cash The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. Warrants The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. listed The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. 6.1 The Company covenants that, for the duration of the Exercise Period, the Company will shall at all times reserve and keep available, from available for issuance upon the exercise of the Warrant such number of its authorized and but unissued shares of Common Stock solely as will be required for issuance of the Warrant Stock. All shares of Warrant Stock issuable pursuant to the terms of this Warrant, when issued upon exercise of this Warrant with payment therefor in accordance with the terms hereof, shall be duly and delivery validly issued and fully paid and nonassessable, not subject to preemptive rights and shall be free and clear of all Liens. Before taking any action that would result in an adjustment in the number of shares of Warrant Stock for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction over such action. If any shares of Warrant Stock required to be reserved for issuance upon the exercise of the Warrants Warrant require registration or qualification with any Governmental Entity under any federal or state law (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and free as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered. 6.2 Before taking any action that would cause an adjustment reducing the Exercise Price below the then par value (if any) of preemptive rights, such the shares of Warrant Stock deliverable upon exercise of the Warrant or that would cause the number of shares of Warrant Stock issuable upon exercise of the Warrant to exceed (when taken together with all other Outstanding shares of Common Stock) the number of shares of Common Stock that the Company is authorized to issue, the Company will take any corporate action that, in the opinion of its counsel, is necessary in order that the Company may validly and other securities, cash or property as from time to time shall be issuable upon legally issue the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of fully paid and nonassessable shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Warrant Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all Warrant at such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon adjusted exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofprice.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cashWarrants. The Company further covenants that it shall, to the fullest extent permitted by law, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer transfer, other than as specified in Section 2.4 and the Stockholders Agreement, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such lawful actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law of the State of Delaware and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the extent asterms of this Agreement, and if, requiredthe Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will Issuer shall at all times reserve and keep available, from available for issue upon the exercise or conversion of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall will be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The Company covenants that all Issuer shall not amend its certificate of incorporation in any respect relating to the Common Stock other than (i) to increase or decrease the number of shares of authorized capital stock (subject to the provisions of the preceding sentence) or (ii) to decrease the par value of any shares of Common Stock. All shares of Common Stock issuable which shall be so issuable, when issued upon exercise of any Warrant and payment of the Warrants willapplicable Exercise Price therefor in accordance with the terms of this Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of restrictions on transfer and will be free from all taxesany Liens. Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or which would cause an adjustment reducing the Current Warrant Price per share of Common Stock below the then par value, liens and charges in respect if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Issuer shall take any corporate action which is necessary in order that the Issuer may validly and legally issue thereof (other than taxes in respect fully paid and nonassessable shares of Common Stock free and clear of any transfer occurring contemporaneously Liens upon the exercise of all the Warrants immediately after the taking of such action. Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or as otherwise specified herein). The Company in the Current Warrant Price per share of Common Stock, the Issuer shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of from any public regulatory body or bodies having jurisdiction thereof. The Issuer will list on each national securities exchange or the Nasdaq National Market on which any Common Stock may at any time be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock willlisted, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchangeupon exercise of the Warrants, if anyand will maintain such listing of, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any all shares of Common Stock issued from time to time issuable upon the exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofWarrants.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The Company covenants that, for the duration of the Exercise Period, the Company will shall at all times reserve and keep available, from available for issue upon the exercise of this Warrant such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time will be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cashthis Warrant. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all All shares of Common Stock deliverable which shall be so issuable, when issued upon exercise of this Warrant and payment therefor in full accordance with the terms of all outstanding Warrantssuch Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if at any time any, of the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants willWarrants, upon issuance, the Company shall take reasonable corporate action which may be duly necessary in order that the Company may validly and validly issued, legally issue fully paid and nonassessable and will be free shares of restrictions on transfer and will be free from all taxessuch Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take reasonable actions required, including, without limitation, amending its certificate of incorporation, to ensure that it has a sufficient number of shares of authorized and unissued shares of Common Stock in order to permit the exercise of the Warrants following such adjustment and obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon the exercise of Warrants will comply this Warrant require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply in good faith and as expeditiously as possible and at its expense endeavor to cause such transfer agents with shares to be duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants thatREGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the Issuance Date, for subject to the duration limitation set forth in the last sentence of the Exercise Periodthis paragraph, the Company will shall at all times reserve and keep available, from available for issue upon the exercise of warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time will be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cashand June 2000 Warrants. The If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to permit the exercise in full of all outstanding Warrants and June 2000 Warrants, the Company further covenants that it shallwill take such corporate action as may, from time to timein the opinion of its counsel, take all steps be necessary to increase the its authorized number of but unissued shares of its Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, taking appropriate board action, recommending such an increase to deliver all the holders of Common Stock, holding shareholders meetings, soliciting votes and proxies in favor of such increase to obtain the requisite shareholder approval and upon such approval, the Company shall reserve and keep available such additional shares solely for the purpose of permitting the exercise of Warrants and June 2000 Warrants. All shares of Common Stock deliverable upon exercise in full of all outstanding Warrantswhich shall be so issuable, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable when issued upon exercise of any Warrant and payment therefor in accordance with the Warrants willterms of such Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of any liens, claims and restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified provided herein). The Except as provided in this Warrant, no stockholder of the Company has or shall have any preemptive rights to subscribe for such shares of Common Stock. Before taking any action which would result in an adjustment in the number of shares of Common Stock or the type of consideration for which this Warrant is exercisable or in the Current Warrant Price, the Company shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon exercise of Warrants will comply require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 10) before such shares may be so issued, the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply in good faith and as expeditiously as possible and at its expense endeavor to cause such transfer agents with shares to be duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, (and any successor corporation) shall take all action necessary so that a number of shares of the authorized but unissued Common Stock (or common stock in the case of any successor corporation) sufficient to provide for the duration issuance of the Exercise Period, the Company will all Warrant Shares issuable hereunder are at all times reserve and keep availablereserved by the Company (or any successor corporation), free from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such . If the Company shall issue any securities or make any change in its capital structure which would change the number of shares of Common Stock and other securitiesissuable as Warrant Shares as herein provided, cash or property as from the Company shall at the same time to time also make proper provision so that thereafter there shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for issuance of such Warrant Shares on the new basis. If at any time the number of authorized but unissued shares or the number of reserved shares of Common Stock shall not be sufficient to permit the issuance of all Warrant Shares issuable hereunder, (1) the Company promptly shall seek, and use its best efforts to obtain and complete, such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose and (2) for each 30-day period or portion thereof while such insufficiency shall continue, the Company shall pay the Buyer, at the end of each such 30-day period or portion thereof, an amount equal to deliver all shares the Insufficient Share Amount for each Warrant Share for which Warrants have been exercised which is not then issuable by reason of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrantssuch insufficiency. The Company covenants that all shares of Common Stock issuable upon exercise payment provided in clause (2) of the Warrants will, upon issuance, foregoing sentence shall be duly in addition to and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect shall not limit any other rights or remedies of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law Buyer under this Agreement and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified hereinherein or in connection with a Cashless Exercise). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise of Warrants Warrants, if any, will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the duration of the Exercise Perioddate hereof, the Company will shall at all times reserve and keep available, from available for issuance upon the exercise of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall will be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The Company covenants that all All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, issued free of any lien arising through or under the issuer and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants willWarrants, upon issuance, the Company shall take any corporate action which may be duly necessary in order that the Company may validly and validly issued, legally issue fully paid and nonassessable and will be free shares of restrictions on transfer and will be free from all taxessuch Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of from any applicable law public regulatory body or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance)bodies having jurisdiction thereof. The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence If any shares of Common Stock issued required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 8) before such shares may be so issued, the Company will comply in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered or qualified; provided that the provisions of Section 8 shall govern with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, respect to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, Company's obligation to effect the extent as, and if, required. The Company hereby represents and warrants to registration of its securities under the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofSecurities Act.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will Issuer shall at all times reserve and keep available, from available for issue upon the exercise or conversion of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall will be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The Company covenants that all Issuer shall not amend the provisions of its certificate of incorporation governing the Common Stock other than (i) to increase or decrease the number of shares of authorized capital stock (subject to the provisions of the preceding sentence) or (ii) to decrease the par value of any shares of Common Stock. All shares of Common Stock issuable which shall be so issuable, when issued upon exercise of any Warrant and Warrant Agreement ----------------- payment of the Warrants willapplicable Exercise Price therefor in accordance with the terms of this Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof any Liens (other than taxes those arising under operation of applicable securities laws). Before taking any action which would result in respect an adjustment in the number of shares of Common Stock comprising a Stock Unit or which would cause an adjustment reducing the Current Warrant Price per share of Common Stock below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Issuer shall take any corporate action which is necessary in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock free and clear of any transfer occurring contemporaneously Liens (other than those arising under operation of applicable securities laws) upon the exercise of all the Warrants immediately after the taking of such action. Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or as otherwise specified herein). The Company in the Current Warrant Price per share of Common Stock, the Issuer shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. Promptly following the execution of this Agreement, the Issuer will use best efforts to ensure that all such shares of list on each national securities exchange on which any Common Stock may at any time be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock willlisted, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchangeupon exercise of the Warrants, if anyand will maintain such listing of, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any all shares of Common Stock issued from time to time issuable upon the exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent asWarrants, and if, required. The Company as soon as reasonably practicable following completion of each such listing the Issuer will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to notify the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofthereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified hereinherein or in connection with a Cashless Exercise). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise of Warrants Warrants, if any, will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cashWarrants. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or as otherwise specified herein)nonassessable. The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, certificates issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the extent asterms of this Agreement, and if, requiredthe Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants that, for the duration of the Exercise Period, the Company will Issuer shall at all times reserve and keep available, from available for issue upon the exercise or conversion of Warrants such number of its authorized and but unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of shares of its Common Stock to such number of shares as shall will be sufficient to deliver all shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable upon permit the exercise in full of all outstanding Warrants. The Company covenants that all Issuer shall not amend the provisions of its certificate of incorporation governing the Common Stock other than (i) to increase or decrease the number of shares of authorized capital stock (subject to the provisions of the preceding sentence) or (ii) to decrease the par value of any shares of Common Stock. All shares of Common Stock issuable which shall be so issuable, when issued upon exercise of any Warrant and payment of the Warrants willapplicable Exercise Price therefor in accordance with the terms of this Warrant, upon issuance, shall be duly and validly issued, fully paid and nonassessable and will be free and clear of restrictions on transfer and will be free from all taxes, liens and charges in respect of the issue thereof any Liens (other than taxes those arising under operation of applicable securities laws). Before taking any action which would result in respect an adjustment in the number of shares of Common Stock comprising a Stock Unit or which would cause an adjustment reducing the Current Warrant Price per share of Common Stock below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Issuer shall take any corporate action which is necessary in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock free and clear of any transfer occurring contemporaneously Liens (other than those arising under operation of applicable securities laws) upon the exercise of all the Warrants immediately after the taking of such action. Before taking any action which would result in an adjustment in the number of shares of Common Stock comprising a Stock Unit or as otherwise specified herein). The Company in the Current Warrant Price per share of Common Stock, the Issuer shall take obtain all such actions authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. Warrant Agreement Promptly following the execution of this Agreement, the Issuer will use best efforts to ensure that all such shares of list on each national securities exchange on which any Common Stock may at any time be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all shares of Common Stock willlisted, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchangeupon exercise of the Warrants, if anyand will maintain such listing of, on which the Common Stock is then listed. The Company covenants that the stock certificates, if any, issued to evidence any all shares of Common Stock issued from time to time issuable upon the exercise of Warrants will comply with the Delaware General Corporation Law and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares, to the extent asWarrants, and if, required. The Company as soon as reasonably practicable following completion of each such listing the Issuer will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required. The Company hereby represents and warrants to notify the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereofthereof.