Common use of RESERVATION OF SHARES, ETC Clause in Contracts

RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any of the rights of purchase represented by the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Date.

RESERVATION OF SHARES, ETC. There have been reserved, and the The Company shall at all times reserve and keep reservedavailable, free from preemptive rights out of the its authorized and unissued stock, solely for the purpose of allowing the exercise of the Warrants, such number of shares of its Common StockStock as shall from time to time be sufficient to permit the Company to deliver the Shares Amount in the event all of the Warrants from time to time outstanding were exercised. The Company shall from time to time, an aggregate in accordance with the laws of the State of Maryland, increase the authorized number of shares of Common Stock if at any time the number of shares of authorized and unissued Common Stock shall not be sufficient to provide permit the Company to deliver the Shares Amount upon the exercise of all of the then-outstanding Warrants (taking into account the adjustments to the Shares Amount that are provided for herein). If any shares of common stock required to be reserved for purposes of the exercise of the rights Warrants hereunder require registration with or approval of purchase represented any governmental authority under any Federal or State law before such shares may be issued upon exercise, and an exemption under Section 3(a)(9) of the Securities Act or similar exemption is not available, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved as the case may be. If the Common Stock is quoted on the NASDAQ National Market System or listed on any U.S. national securities exchange, the Company will, if permitted by the outstanding Warrants. In additionrules of such exchange, list and keep listed on such exchange, upon any adjustment to the number and kind official notice of securities purchasable issuance, all shares of Common Stock issuable upon exercise of the Warrants, . The second sentence of this paragraph shall apply only when the Company Warrants shall reserve, and shall at all times thereafter keep reserved, out of have become freely transferable pursuant to Rule 144(k) under the authorized and unissued Common Stock Securities Act or such other kind of securities, an aggregate number of if the shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the issuable upon exercise of the rights to purchase represented by Warrants are exempt from the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any registration requirements of the rights Securities Act by operation of purchase represented by an exemption referred to in the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy first sentence of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Dateparagraph.

RESERVATION OF SHARES, ETC. There have been reserved, and the Company -------------------------- shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any of the rights of purchase represented by the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceledcancelled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled cancelled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Date.

RESERVATION OF SHARES, ETC. There have been reserved, and the (a) The Company shall at all times reserve and keep reservedavailable, free from preemptive rights out of the its authorized and unissued stock, solely for the purpose of allowing the exercise of the Warrants, such number of shares of its Common StockStock as shall from time to time be sufficient to permit the Company to deliver the Shares Amount in the event all of the Warrants from time to time outstanding were exercised. The Company shall from time to time, an aggregate in accordance with the laws of the State of Delaware, increase the authorized number of shares of Common Stock if at any time the number of shares of authorized and unissued Common Stock shall not be sufficient to provide permit the Company to deliver the Shares Amount upon the exercise of all of the then-outstanding Warrants (taking into account the adjustments to the Shares Amount that are provided for herein). (b) If any shares of Common Stock required to be reserved for purposes of the exercise of the rights Warrants hereunder require registration with or approval of purchase represented any governmental authority under any Federal or State law before such shares may be issued upon exercise, and an exemption under Section 3(a)(9) of the Securities Act or similar exemption is not available, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved as the case may be. If the Common Stock is quoted on the NASDAQ National Market System or listed on any U.S. national securities exchange, the Company will, if permitted by the outstanding Warrants. In additionrules of such exchange, list and keep listed on such exchange, upon any adjustment to the number and kind official notice of securities purchasable issuance, all shares of Common Stock issuable upon exercise of the Warrants, . The second sentence of this paragraph shall apply only when the Company Warrants shall reserve, and shall at all times thereafter keep reserved, out of have become freely transferable pursuant to Rule 144(k) under the authorized and unissued Common Stock Securities Act or such other kind of securities, an aggregate number of if the shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the issuable upon exercise of the rights to purchase represented by Warrants are exempt from the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any registration requirements of the rights Securities Act by operation of purchase represented by an exemption referred to in the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy first sentence of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Dateparagraph.

RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Representatives' Warrants. After the Effective Dateeffective date of the Company's initial public offering, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any of the rights of purchase represented by the Representatives' Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Representatives' Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Representatives' Warrant surrendered in the exercise of the rights thereby evidenced shall be canceledcancelled, and until delivery to the person surrendering such Representatives' Warrant of stock certificates Stock Certificates representing the Shares to be issued to such person as a result of such exercise, such canceled cancelled Representatives' Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Representatives' Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Representatives' Warrant subsequent to the Expiration Date.

RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Representatives' Warrants. After the Effective Dateeffective date of the Company's initial public offering, Xxxxxxx'x Trust Company, St. Louis, Missouri, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any of the rights of purchase represented by the Representatives' Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Representatives' Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Representatives' Warrant surrendered in the exercise of the rights thereby evidenced shall be canceledcancelled, and until delivery to the person surrendering such Representatives' Warrant of stock certificates Stock Certificates representing the Shares to be issued to such person as a result of such exercise, such canceled cancelled Representatives' Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Representatives' Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Representatives' Warrant subsequent to the Expiration Date.

RESERVATION OF SHARES, ETC. There have been reserved, and the The Company shall at all times reserve and keep reservedavailable, free from preemptive rights out of the its authorized and unissued stock, solely for the purpose of allowing the exercise of the Warrants, such number of shares of its Common StockStock as shall from time to time be sufficient to permit the Company to deliver the Shares Amount in the event all of the Warrants from time to time outstanding were exercised. The Company shall from time to time, an aggregate in accordance with the laws of the State of Maryland, increase the authorized number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, upon if at any adjustment to time the number and kind of securities purchasable upon exercise shares of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind shall not be sufficient to permit the Company to deliver the Shares Amount upon the exercise of securities, an aggregate number all of the then-outstanding Warrants (taking into account the adjustments to the Shares Amount that are provided for herein). If any shares of Common Stock or shares, units or otherwise common stock required to be reserved for purposes of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by Warrants hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon exercise, and an exemption under Section 3(a)(9) of the outstanding Warrants. After the Effective DateSecurities Act or similar exemption is not available, the transfer agent for Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved as the case may be. If the Common Stock (is quoted on the "Transfer Agent")NASDAQ National Market System or listed on any U.S. national securities exchange, and every subsequent Transfer Agentthe Company will, if any, for Shares issuable upon the exercise of any of the rights of purchase represented permitted by the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number rules of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Date.such

RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall The Parent will at all times reserve and keep reserved------------------------------- available, free from preemptive rights, out of the aggregate of its authorized and but unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise and/or, if this Note is then convertible into other common stock of the rights Parent, such other common stock, or its issued shares of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind common stock, as the case may be, held in its treasury, or both, for the purpose of securitieseffecting conversion of shares of this Note, an aggregate the full number of shares of Common Stock or shares, units or otherwise of such other kind common stock deliverable upon the conversion of securities sufficient to provide for all outstanding Notes not theretofore converted. For purposes of this Section 4, the exercise number of shares of Common Stock or such other common stock that shall be deliverable upon the conversion of all outstanding Notes shall be computed as if at the time of computation all Notes were held by a single holder. The Parent covenants that any shares of Common Stock or other common stock of the rights Parent issued upon conversion of shares of this Series shall be validly issued, fully paid and nonassessable. The Parent shall endeavor to purchase represented by list the outstanding Warrants. After the Effective Date, the transfer agent for the shares of Common Stock (or other common stock of the "Transfer Agent")Parent required to be delivered upon conversion of this Note, and every subsequent Transfer Agentprior to such delivery, upon each national securities exchange, if any, for Shares issuable upon which the exercise outstanding Common Stock or such other common stock is listed at the time of such delivery. Prior to the delivery of any of securities that the rights of purchase represented by the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as Parent shall be required for such purpose. The Company will keep a copy obligated to deliver upon conversion of this Agreement on file Note, the Parent shall endeavor to comply with all federal and state laws and regulations thereunder requiring the Transfer Agent and with every subsequent Transfer Agent for registration of such securities with, or any Shares issuable upon the exercise approval of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery consent to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercisedelivery thereof by, such canceled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Dategovernmental authority.