Common use of Reservation of Common Shares Clause in Contracts

Reservation of Common Shares. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Shares, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the Transfer Agent for the Common Shares and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable authorized and directed at all times to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Company agrees that all Common Shares issued upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Common Shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other Common Shares are then listed. The Company will file such Registration Statement(s) pursuant it to deliver to each person exercising a Warrant, a Prospectus meeting the requirements of Section 11(a) (3) of such Securities Act and otherwise complying therewith, and will deliver such a Prospectus to each such person; PROVIDED, that the Company shall only be obligated to use its reasonable, good faith efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders of the Warrants under applicable state securities laws, and to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach of this Agreement by the Company. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Shares and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no Common Shares shall be subject to reservation in respect to such Warrants which shall have expired.

Reservation of Common Shares. There have been reserved, and the (a) The Company shall at all times reserve and keep reserved, available out of its authorized and unissued Common Shares or shares acquired by the Company and held as treasury shares, solely for issuance upon the conversion of shares of Series D Preferred Stock as provided in this Certificate of Designations, if any, free from any preemptive or other similar rights, such number of Common Shares as shall from time to time be issuable upon the conversion of all the shares of Series D Preferred Stock. For purposes of this Section 14(a), the number of Common Shares that shall be deliverable upon the conversion of all outstanding shares of Series D Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder. (b) Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of shares of Series D Preferred Stock, as herein provided, Common Shares acquired by the Company and held as treasury shares (in lieu of the issuance of authorized and unissued Common Shares), a number so long as any such treasury shares are free and clear of shares sufficient to provide for the exercise all liens, charges, security interests or encumbrances. (c) All Common Shares delivered upon conversion of the rights of purchase represented by the Warrants, and the Transfer Agent for the Common Shares and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable authorized and directed at all times to reserve such number of authorized and unissued shares as Series D Preferred Stock shall be requisite for such purpose. The Company agrees that all Common Shares issued upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Common Sharesduly authorized, validly issued and outstandingissued, fully paid and non-assessable assessable, free and listed on clear of all liens, claims, security interests and other encumbrances. (d) Prior to the delivery of any national securities exchange upon which the other Common Shares are then listed. The Company will file such Registration Statement(s) pursuant it to deliver to each person exercising a Warrant, a Prospectus meeting the requirements of Section 11(a) (3) of such Securities Act and otherwise complying therewith, and will deliver such a Prospectus to each such person; PROVIDED, that the Company shall only be obligated to deliver upon conversion of the Series D Preferred Stock, the Company shall use its reasonable, good faith reasonable best efforts to have comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders approval of the Warrants under applicable state securities laws, and or consent to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining delivery thereof by, any such registration(sgovernmental authority. (e) or qualification(s), it shall not constitute a breach of this Agreement by the Company. The Company will keep a copy of this Agreement on file with hereby covenants and agrees that, if at any time the Transfer Agent for the Common Shares and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no Common Shares shall be subject to reservation in respect to listed on The NASDAQ Stock Market or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such Warrants which exchange or automated quotation system, list and keep listed, so long as the Common Shares shall have expiredbe so listed on such exchange or automated quotation system, all the Common Shares issuable upon conversion of the Series D Preferred Stock.

Reservation of Common Shares. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Shares, a number of shares Shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the Transfer Agent for the Common Shares and every subsequent transfer agent for any shares Shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares Shares as shall be requisite for such purpose. The Company agrees that all Common Shares issued upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Common Shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities security exchange upon which the other Common Shares are then listed. The Company will file such Registration Statement(s) Statement pursuant to the Securities Act of 1933 with respect to the Common Shares as may be necessary to permit it to deliver to each person exercising a Warrant, a Prospectus meeting the requirements of Section 11(a) (311(a)(3) of such Securities Act and otherwise complying therewith, and will deliver such a Prospectus to each such person; PROVIDED, that the Company shall only be obligated to use its reasonable, good faith efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders of the Warrants under applicable state securities laws, and to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach of this Agreement by the Company. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Shares and with every subsequent transfer agent for any shares Shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be cancelled canceled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled canceled Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no Common Shares shall be subject to reservation in respect to such Warrants which shall have expired.

Reservation of Common Shares. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Shares, a number of shares Shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the Transfer Agent for the Common Shares and every subsequent transfer agent for any shares Shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares Shares as shall be requisite for such purpose. The Company agrees that all Common Shares issued upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Common Shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities security exchange upon which the other Common Shares are then listed. The Company will file such Registration Statement(s) Statement pursuant to the Securities Act of 1933, as amended with respect to the Common Shares as may be necessary to permit it to deliver to each person exercising a Warrant, a Prospectus meeting the requirements of Section 11(a) (311(a)(3) of such Securities Act and otherwise complying therewith, and will deliver such a Prospectus to each such person; PROVIDED, that the Company shall only be obligated to use its reasonable, good faith efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders of the Warrants under applicable state securities laws, and to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach of this Agreement by the Company. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Shares and with every subsequent transfer agent a for any shares Shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be cancelled canceled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled canceled Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no Common Shares shall be subject to reservation in respect to such Warrants which shall have expired.

Reservation of Common Shares. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Shares, a number of shares Shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the Transfer Agent for the Common Shares and every subsequent transfer agent for any shares Shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares Shares as shall be requisite for such purpose. The Company agrees that all Common Shares issued upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Common Shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities security exchange upon which the other Common Shares are then listed. The Company will file such Registration Statement(s) pursuant it to deliver to each person exercising a Warrant, a Prospectus meeting the requirements of Section 11(a) (3) of such Securities Act and otherwise complying therewith, and will deliver such a Prospectus to each such person; PROVIDED, that the Company shall only be obligated to use its reasonable, good faith efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders of the Warrants under applicable state securities laws, and to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach of this Agreement by the Company. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Shares and with every subsequent transfer agent for any shares Shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be cancelled canceled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled canceled Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no Common Shares shall be subject to reservation in respect to such Warrants which shall have expired.

Reservation of Common Shares. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Shares, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants then outstanding (or issuable upon exercise of the Standby Underwriter's Warrants or Counsel's Warrants), and the Transfer Agent transfer agent for the Common Shares and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Company agrees that all -------------------------------------- Troop Meisxxxxx Xxxuxxx & Xasixx, xxp Prior to the issuance of any Common Shares issued upon exercise of the Warrants Warrants, the Company shall be, at secure the time listing of delivery of the certificates for such Common Shares, validly issued and outstanding, fully paid and non-assessable and listed shares on any and all national securities exchange exchanges upon which any of the other Common Shares are then listed. The So long as any unexpired Warrants remain outstanding, the Company will file such post-effective amendments to the Registration Statement(sStatement or supplements to the Prospectus filed pursuant to the Securities Act of 1933, as amended (the "Act"), with respect to the Warrants (or such other registration statements or post-effective amendments or supplements) pursuant it as may be necessary to permit trading in the Warrants and to permit the Company to deliver to each person exercising a Warrant, Warrant a Prospectus meeting the requirements of Section 11(a) (310(a)(3) of such Securities Act the Act, and otherwise complying therewith; and the Company will, and will from time to time, furnish the Warrant Agent with such Prospectuses in sufficient quantity to permit the Warrant Agent to deliver such a Prospectus to each such person; PROVIDED, that holder of a Warrant upon the exercise thereof. The Company shall only be obligated to will use its reasonable, good faith best efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and obtain appropriate approvals or registrations under state "blue sky" securities laws to have such reserved shares qualified for delivery to holders permit lawful exercise of the Warrants. Notwithstanding anything herein, Warrants may not be exercised by, or Common Shares issued to, any registered holder of Warrants in any state or under applicable state securities laws, and to the extent that the Company has used any circumstance in which such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach of this Agreement by the Companyexercise would be unlawful. The Company will keep a copy of this Agreement on file with the Transfer Agent transfer agent for the Common Shares and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent for transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent transfer agent with duly executed stock certificates for such purposepurpose and will itself provide or otherwise make available any cash as provided in Section 10 of this Agreement. All Warrants Warrant certificates surrendered in the exercise of the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled Warrants Warrant certificates shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the expiration date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount number of such Warrants then outstandingwhich expired unexercised, and thereafter after the expiration date of the Warrants, no Common Shares shall be subject to reservation in respect to of such Warrants which shall have expiredWarrants.

Reservation of Common Shares. There have been reserved, and the Company (a) The Corporation shall at all times reserve and keep reserved, available out of the its authorized and unissued Common Shares, solely for issuance upon the conversion of Mandatory Convertible Preferred Stock as herein provided, free from any preemptive or other similar rights, a number of shares sufficient Common Shares equal to provide for the exercise product of the rights of purchase represented by the Warrants, Maximum Conversion Rate then in effect and the Transfer Agent for number of shares of Mandatory Convertible Preferred Stock then outstanding. For purposes of this Section 11(a), the number of Common Shares and every subsequent transfer agent for any that shall be deliverable upon the conversion of all outstanding shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable authorized and directed at all times to reserve such number of authorized and unissued shares as Mandatory Convertible Preferred Stock shall be requisite for such purpose. The Company agrees that all Common Shares issued upon exercise of the Warrants shall be, computed as if at the time of delivery computation all such outstanding shares were held by a single Holder. (b) All Common Shares delivered upon conversion of the certificates for such Common Sharesshares of Mandatory Convertible Preferred Stock shall be duly authorized, validly issued and outstandingissued, fully paid and non-assessable assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders). (c) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of shares of Mandatory Convertible Preferred Stock, the Corporation shall use reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority. (d) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange upon which or automated quotation system, the other Corporation shall, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Shares are then listed. The Company will file such Registration Statement(s) pursuant it to deliver to each person exercising a Warrantissuable upon conversion of, a Prospectus meeting the requirements of Section 11(a) (3) of such Securities Act and otherwise complying therewith, and will deliver such a Prospectus to each such person; PROVIDED, that the Company shall only be obligated to use its reasonable, good faith efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders or issuable in respect of the Warrants under applicable state securities laws, and to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach payment of this Agreement by the Company. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Shares and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrantsdividends, the Warrant Agent shall certify to Acquisition Termination Make-whole Amount, the Company Accumulated Dividend Amount or the total aggregate amount of Warrants then outstandingFundamental Change Dividend Make-whole Amount on, and thereafter no Common Shares shall be subject to reservation in respect to such Warrants which shall have expiredthe Mandatory Convertible Preferred Stock.

Reservation of Common Shares. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Shares, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the Transfer Agent for the Common Shares and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Company agrees that all Common Shares issued upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Common Shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other Common Shares are then listed. The Company will file such Registration Statement(sregistration statement(s) pursuant to the Securities Act of 1933, as amended, with respect to the Common Shares as may be necessary to permit it to deliver to each person exercising a Warrant, a Prospectus meeting the requirements of Section 11(a) (3) of such Securities Act act and otherwise complying therewith, and will deliver such a Prospectus to each such person; PROVIDEDprovided, that the Company shall only be obligated to use its reasonable, good faith efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders of the Warrants under applicable state securities laws, and to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach of this Agreement by the Company. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Shares and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no Common Shares shall be subject to reservation in respect to such Warrants which shall have expired.

Reservation of Common Shares. There have been reserved, and the The Company shall will at all times reserve and keep reservedavailable, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and unissued issued Common SharesStock held in its treasury, a for the purpose of enabling it to satisfy any obligation to issue Common Shares and Warrant Shares upon exercise of the Class A Warrants underlying the Units upon exercise of each Unit Purchase Warrant, the maximum number of shares sufficient to provide for of Common Stock which may then be deliverable upon the exercise of all outstanding Unit Purchase Warrants and underlying Class A Warrants. The Company or, if appointed, the rights of purchase represented by the Warrants, and the Transfer Agent transfer agent for the Common Shares Stock (the "Transfer Agent") and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable will be irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares as shall be requisite required for such purpose. The Company agrees that all Common Shares issued upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Common Shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other Common Shares are then listed. The Company will file such Registration Statement(s) pursuant it to deliver to each person exercising a Warrant, a Prospectus meeting the requirements of Section 11(a) (3) of such Securities Act and otherwise complying therewith, and will deliver such a Prospectus to each such person; PROVIDED, that the Company shall only be obligated to use its reasonable, good faith efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders of the Warrants under applicable state securities laws, and to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach of this Agreement by the Company. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Shares and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Unit Purchase Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purposepurposes and will provide or otherwise make available any cash which may be payable as provided in Section 10. All Warrants surrendered The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto, transmitted to each holder pursuant to Section 12 hereof. Before taking any action which would cause an adjustment pursuant to Section 9 hereof to reduce the Exercise Price below the then par value (if any) of the Common Shares and the Warrant Shares, the Company will take any corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and nonassessable Common Shares and Warrant Shares at the Exercise Price as so adjusted. The Company covenants that all the Common Shares and the Warrant Shares underlying the Units which may be issued upon exercise of Unit Purchase Warrants and the underlying Class A Warrants will, upon payment of the Exercise Prices therefor and issue, be fully paid, nonassessable, free of preemptive rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered free from all taxes, liens, charges and security interests with respect to the Company, and such cancelled Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no Common Shares shall be subject to reservation in respect to such Warrants which shall have expiredissue thereof.

Reservation of Common Shares. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Shares, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the Unit Warrants, and the Transfer Agent for the Common Shares and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares as and shall be requisite for such purpose. The Company agrees that all Common Shares issued upon exercise of the Unit Warrants shall be, at the time of delivery of the certificates for such Common Shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other Common Shares are then listedlisted on or prior to the date that the Unit Warrants shall be exercisable as provided in Section 5 hereof. The Furthermore, the Company will register or otherwise qualify the Common Shares issuable upon exercise of the Unit Warrants pursuant to the provisions of the Securities Act of 1933; and so long as any unexpired Unit Warrants remain outstanding the Company will file such Registration Statement(s) pursuant amendments and/or supplements to any registration statement or notification covering the issuance of such Common Shares and supplements and keep current any prospectus or offering circular forming a part of such registration statement or notification as may be necessary to permit it to deliver to each person exercising a Unit Warrant, a Prospectus prospectus meeting the requirements of Section 11(a) (310(a)(3) of such the Securities Act of 1933 and any regulation promulgated thereunder, together with any other pertinent regulations of the Securities and Exchange Commission and otherwise complying therewithwith such Act and regulations thereunder, and will deliver such a Prospectus prospectus or offering circular to each such person; PROVIDED, that the Company shall only be obligated to use its reasonable, good faith efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders of the Warrants under applicable state securities laws, and to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach of this Agreement by the Company. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Shares and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Unit Warrants. The Warrant Transfer Agent is hereby irrevocably authorized to requisition from the Company from time to time such Transfer Agent for stock certificates required to honor outstanding Unit Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered purpose and will itself provide or otherwise make available any cash which may be paid in the exercise of the rights thereby evidenced evidenced, and the Transfer Agent shall be then cancel such rights and deliver the cancelled by the Warrant Agent and shall thereafter be delivered Unit Warrants to the Company, and such . Such cancelled Unit Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Unit Warrants. Promptly after the date of expiration of the each class of Unit Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Unit Warrants then outstandingoutstanding for such expired class, and thereafter no Common Shares shall be subject to reservation issued in respect to exchange for such Unit Warrants which shall have expired.

Reservation of Common Shares. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Shares, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the Transfer Agent for the Common Shares and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable authorized and directed at all times to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Company agrees that all Common Shares issued upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Common Shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other Common Shares are then listed. The Company will file such Registration Statement(s) pursuant it to deliver to each person exercising a Warrant, a Prospectus meeting the requirements of Section 11(a) (3) of such Securities Act and otherwise complying therewith, and will deliver such a Prospectus to each such person; PROVIDEDprovided, that the Company shall only be obligated to use its reasonable, good faith efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders of the Warrants under applicable state securities lawssecuritieslaws, and to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach of this Agreement by the Company. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Shares and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no Common Shares shall be subject to reservation in respect to such Warrants which shall have expired.

Reservation of Common Shares. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Shares, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the Transfer Agent for the Common Shares and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocable irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Company agrees that all Common Shares issued upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Common Shares, validly issued and outstanding, fully paid and non-assessable and listed on any national or regional securities exchange or included for membership in any interdealer quotation system upon which the other Common Shares are then so listed. The Company will file such Registration Statement(s) pursuant it to deliver to each person exercising a Warrant, a Prospectus meeting the requirements of Section 11(a) (3) of such Securities Act and otherwise complying therewith, and will deliver such a Prospectus to each such person; PROVIDED, that the Company shall only be obligated to use its reasonable, good faith efforts to have any such registration statement declared effective by the Securities and Exchange Commission, and to have such reserved shares qualified for delivery to holders of the Warrants under applicable state securities laws, and to the extent that the Company has used such prescribed efforts but has been unsuccessful in obtaining any such registration(s) or qualification(s), it shall not constitute a breach of this Agreement by the Company. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Shares and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be cancelled canceled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled canceled Warrants shall constitute sufficient evidence of the number of Common Shares which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no Common Shares shall be subject to reservation in respect to such Warrants which shall have expired.