Common use of Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock Clause in Contracts

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the Company shall reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note from time to time as this Note is converted. (b) Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Note, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) The Company covenants that all shares of Common Stock issued upon conversion of this Note will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) The Company covenants that if any shares of Common Stock to be provided for the purpose of conversion of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Convertible Notes from time to time as this Note is converted. (b) such Convertible Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Convertible Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Convertible Notes will be fully paid and non-assessable nonassessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is quoted on the purpose of conversion of this Note hereunder require registration with Nasdaq Global Select Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Convertible Notes to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes listed on the New York Stock Exchange or any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Convertible Notes to secure such registration or approval, as the case may bebe so listed and remain listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note from time to time as this Note is converted. (b) all outstanding Securities of any series that has conversion rights. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Noteany outstanding Securities of any series that has conversion rights, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) ; provided, however, that no shares of Common Stock shall be required to be issued at a Conversion Price less than the par value of such Common Stock. The Company covenants that all shares of Common Stock that may be issued upon conversion of this Note Securities will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is quoted on the purpose of conversion of this Note hereunder require registration with Nasdaq National Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of Securities of any series that has conversion rights to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes listed on the New York Stock Exchange or any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of such Securities to secure such registration or approval, as the case may bebe so listed and kept listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availablereserve, free from preemptive rights, and keep available out of its authorized but unissued shares of Common Stock or shares held in treasury, sufficient shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms exercise of the Warrants, sufficient shares to provide for the conversion of this Note Warrants from time to time as this Note is converted. (b) such Warrants are presented for exercise. Before taking any action which would cause an adjustment reducing the Conversion Exercise Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Warrants, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Exercise Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion exercise of this Note Warrants will be duly and validly issued and fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if at any shares of time the Common Stock to shall be provided for listed on the purpose New York Stock Exchange, Nasdaq National Market or any other national securities exchange or automated quotation system the Company will, 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 Stock issuable upon conversion of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beWarrants. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is converted. (b) such Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if at any shares of time the Common Stock to shall be provided for listed on the purpose American Stock Exchange or any other national securities exchange or automated quotation system the Company will, 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 Stock issuable upon conversion of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beNotes. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is converted. (b) such Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if at any shares of time the Common Stock to shall be provided for listed on any other national securities exchange or automated quotation system the purpose Company will, if permitted and required 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 Stock issuable upon conversion of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beNotes. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is convertedsuch Notes are presented for conversion. (b) Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) The Company covenants that all shares of Common Stock issued upon conversion of this Note the Notes will be duly authorized and validly issued and fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) The Company further covenants that if any shares of as long as the Common Stock to be provided for is listed on the purpose of conversion of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionNew York Stock Exchange, the Company will shall cause all Common Stock issuable upon conversion of the Notes to be eligible for such listing in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of the New York Stock Exchange, and if at any time the Common Stock becomes listed on any other U.S. national securities exchange, or quoted on the Nasdaq National Market System or any other automated quotation system, the Company shall cause all Common Stock issuable upon conversion of the Notes to secure such registration or approval, as the case may be. (e) The Company covenants that its securities will remain be so listed or included for quotation on a Trading Marketquoted and kept so listed or quoted.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Convertible Notes from time to time as this Note is converted. (b) such Convertible Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Convertible Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Convertible Notes will be fully paid and non-non- assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is listed on the purpose of conversion of this Note hereunder require registration with New York Stock Exchange, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Convertible Notes to be eligible for such listing in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes quoted on the Nasdaq National Market or listed on any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Convertible Notes to secure such registration be so quoted or approval, as the case may belisted and kept so quoted or listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares held in treasury, sufficient shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is converted. (b) such Notes are presented for conversion. Before taking any action which would cause an adjustment reducing increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) Rate. The Company covenants that all shares of Common Stock issued upon conversion of this Note Notes will be fully paid and non-assessable nonassessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided is approved for trading on the purpose of conversion of this Note hereunder require registration with Nasdaq Global Select Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Notes to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes listed on the New York Stock Exchange or any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Notes to secure such registration or approval, as the case may bebe so listed and remain listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Convertible Subordinated Notes from time to time as this Note is converted. (b) such Convertible Subordinated Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Convertible Subordinated Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Convertible Subordinated Notes will be fully paid and non-assessable nonassessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is quoted on the purpose of conversion of this Note hereunder require registration with Nasdaq National Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Convertible Subordinated Notes to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes listed on the New York Stock Exchange or any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Convertible Subordinated Notes to secure such registration or approval, as the case may bebe so listed and remain listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is converted. (b) such Notes are presented for conversion. Before taking any action which that would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will shall take all corporate action which that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock that may be issued upon conversion of this Note will Notes shall, upon issuance, be fully paid and non-assessable nonassessable by the Company and free from all taxes, liens and charges with respect to the issue issuance thereof. (d) . The Company further covenants that it shall, if any shares permitted by the rules of the Nasdaq National Market and each securities exchange upon which the Common Stock to is listed or quoted, list and keep listed or have and keep quoted, so long as the Common Stock shall be provided for the purpose of so listed or quoted on such market and exchange or exchanges, all Common Stock issuable upon conversion of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beNotes. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is converted. (b) such Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock which may be issued upon conversion of this Note will Notes will, upon issue, be fully paid and non-assessable nonassessable by the Company and free from all taxestransfer or similar taxes as described in Section 15.7, liens and charges with respect to the issue thereof. (d) . The Company further covenants that that, if at any shares of time the Common Stock to shall be provided for listed on the purpose of conversion of this Note hereunder require registration with New York Stock Exchange or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionother national securities exchange, the Company will in good faith will, if permitted by the rules of such exchange, list and as expeditiously as possible endeavor to secure such registration or approvalkeep listed, so long as the case may beCommon Stock shall be so listed on such exchange, all Common Stock issuable upon conversion of the Notes. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is convertedsuch Notes are presented for conversion. (b) Before taking any action which would cause an adjustment reducing of the Conversion Rate that decreases the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion PriceRate. (c) The Company covenants that all shares of Common Stock issued upon conversion of this Note the Notes will be duly authorized and validly issued and fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) The Company further covenants that if any shares of as long as the Common Stock to be provided for is listed on the purpose of conversion of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionNew York Stock Exchange, the Company will shall cause all Common Stock issuable upon conversion of the Notes to be eligible for such listing in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of the New York Stock Exchange, and if at any time the Common Stock becomes listed on any other U.S. national securities exchange, or quoted on the Nasdaq National Market System or any other automated quotation system, the Company shall cause all Common Stock issuable upon conversion of the Notes to secure such registration or approval, as the case may be. (e) The Company covenants that its securities will remain be so listed or included for quotation on a Trading Marketquoted and kept so listed or quoted.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Series C Preferred Stock from time to time as this Note such Series C Preferred Stock is converted. (b) presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Series C Preferred Stock, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock which may be issued upon conversion of this Note will Series C Preferred Stock will, upon issue, be fully paid and non-assessable nonassessable by the Company and free from all taxestransfer or similar taxes as described in Section 8.7, liens and charges with respect to the issue thereof. (d) . The Company further covenants that that, if at any shares of time the Common Stock to shall be provided for listed on the purpose of conversion of this Note hereunder require registration with New York Stock Exchange or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionother national securities exchange, the Company will in good faith will, if permitted by the rules of such exchange, list and as expeditiously as possible endeavor to secure such registration or approvalkeep listed, so long as the case may beCommon Stock shall be so listed on such exchange, all Common Stock issuable upon conversion of the Series C Preferred Stock. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Debentures from time to time as this Note is converted. (b) such Debentures are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Debentures, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Debentures will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company covenants that if any it shall promptly secure the listing of all of the shares of Common Stock to be provided for the purpose of issuable upon conversion of the Debentures upon each national securities exchange and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock issuable upon conversion of the Debentures from time to time issuable under the terms of the Debentures and this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beIndenture. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is converted. (b) such Notes are presented for conversion. Before taking any action which would cause an adjustment reducing increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) Rate. The Company covenants that all shares of Common Stock issued upon conversion of this Note Notes will be fully paid and non-assessable nonassessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is quoted on the purpose of conversion of this Note hereunder require registration with Nasdaq National Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Notes to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes listed on the New York Stock Exchange or any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Notes to secure such registration or approval, as the case may bebe so listed and remain listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Convertible Subordinated Notes from time to time as this Note is converted. (b) such Convertible Subordinated Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Convertible Subordinated Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Convertible Subordinated Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is quoted on the purpose of conversion of this Note hereunder require registration with Nasdaq National Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Convertible Subordinated Notes to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes listed on the New York Stock Exchange or any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Convertible Subordinated Notes to secure such registration or approval, as the case may bebe so listed and kept listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares held in treasury, sufficient shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Securities from time to time as this Note is converted. (b) such Securities are presented for conversion. Before taking any action which would cause an adjustment reducing increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Securities, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) Rate. The Company covenants that all shares of Common Stock issued upon conversion of this Note Securities will be fully paid and non-assessable nonassessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is quoted on the purpose of conversion of this Note hereunder require registration with Nasdaq National Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Securities to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes listed on the New York Stock Exchange or any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Securities to secure such registration or approval, as the case may bebe so listed and remain listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Securities from time to time as this Note is converted. (b) such Securities are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of the Company's Common Stock issuable upon conversion of this Notethe Securities, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue such shares of such the Company's Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of the Company's Common Stock issued upon conversion of this Note Securities will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is listed on The Nasdaq National Market and the purpose of conversion of this Note hereunder require registration with Luxembourg Stock Exchange, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversiontheir respective successors, the Company will shall cause all shares of the Company's Common Stock issuable upon conversion of the Securities to be eligible for such listing in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Company's Common Stock becomes quoted on the New York Stock Exchange or listed on any other national securities exchange, the Company shall cause all shares of its Common Stock issuable upon conversion of the Securities to secure such registration be so quoted or approval, as the case may belisted and kept so quoted or listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is converted. (b) such Notes are presented for conversion. Before taking any action which that would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will shall take all corporate action which that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock that may be issued upon conversion of this Note will Notes shall, upon issuance, be fully paid and non-assessable nonassessable by the Company and free from all taxes, liens and charges with respect to the issue issuance thereof. (d) . The Company further covenants that it shall, if any shares permitted by the rules of the Nasdaq National Market, list and keep listed, so long as the Common Stock to shall be provided for so listed on the purpose of Nasdaq National Market, all Common Stock issuable upon conversion of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beNotes. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Convertible Notes from time to time as this Note is converted. (b) such Convertible Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Convertible Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Convertible Notes will be fully paid and non-assessable nonassessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is quoted on the purpose of conversion of this Note hereunder require registration with Nasdaq National Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Convertible Notes to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes listed on the New York Stock Exchange or any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Convertible Notes to secure such registration or approval, as the case may bebe so listed and remain listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Convertible Subordinated Notes from time to time as this Note is converted. (b) such Convertible Subordinated Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price Rate below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Convertible Subordinated Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) Rate. The Company covenants that all shares of Common Stock issued upon conversion of this Note will Convertible Subordinated Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and non-assessable nonassessable and shall be free from preemptive rights and free of any tax, lien or adverse claim created by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) Company. The Company further covenants that if any shares of as long as the Common Stock to be provided for is listed on the purpose of conversion of this Note hereunder require registration with New York Stock Exchange, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Convertible Subordinated Notes to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes listed any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Convertible Subordinated Notes to secure such registration or approval, as the case may bebe so listed and kept listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares held in treasury, sufficient shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is converted. (b) such Notes are presented for conversion. Before taking any action which would cause an adjustment reducing increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) Rate. The Company covenants that all shares of Common Stock which may be issued upon conversion of this Note Notes will upon issue be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that it will, if any shares permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock to shall be provided for the purpose of so listed on all Common Stock issuable upon conversion of the Notes; provided that if the rules of the Nasdaq National Market (or such other national securities exchange or automated quotation system) permit the Company to defer the listing of such Common Stock until the first conversion of the Notes into Common Stock in accordance with the provisions of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionIndenture, the Company will covenants to list such Common Stock issuable upon conversion of the Notes in good faith and as expeditiously as possible endeavor to secure accordance with the requirements of such registration exchange or approval, as the case may beautomated quotation system at such time. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Convertible Notes from time to time as this Note is converted. (b) such Convertible Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Convertible Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Convertible Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of no later than the date the Shelf Registration Statement (as defined in the Registration Rights Agreement) is declared effective and as long as the Common Stock to be provided for is listed on the purpose of conversion of this Note hereunder require registration with New York Stock Exchange, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Convertible Notes to be eligible for such listing in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time thereafter the Common Stock becomes quoted on the Nasdaq National Market or listed on any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Convertible Notes to secure such registration be so quoted or approval, as the case may belisted and kept so quoted or listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the Company Navistar shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion exchange of this Note the Exchangeable Notes from time to time as this Note is converted. (b) such Exchangeable Notes are presented for exchange. Before taking any action which would cause an adjustment reducing the Conversion Exchange Price below the then par value, if any, of the shares of Common Stock issuable upon conversion exchange of this Notethe Exchangeable Notes, the Company will Navistar shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company Navistar may validly and legally issue shares of such Common Stock at such adjusted Conversion Exchange Price. (c) The Company . Navistar covenants that all shares of Common Stock issued upon conversion exchange of this Note Exchangeable Notes will be fully paid and non-non- assessable by the Company Navistar and free from all taxes, liens and charges with respect to the issue thereof. (d) The Company . Navistar further covenants that if any shares of no later than the date the Shelf Registration Statmeent (as defined in the Registration Rights Agreement) is declared effective and as long as the Common Stock is listed on the New York Stock Exchange, or its successor, Navistar shall cause all Common Stock issuable upon exchange of the Exchangeable Notes to be provided eligible for such listing in accordance with, and at the purpose of conversion of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversiontimes required under, the Company will in good faith requirements of such market, and as expeditiously as possible endeavor if at any time thereafter the Common Stock becomes quoted on the Nasdaq National Market or listed on any other national securities exchange, Navistar shall cause all Common Stock issuable upon exchange of the Exchangeable Notes to secure such registration be so quoted or approval, as the case may belisted and kept so quoted or listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall at all times reserve and keep available, free from preemptive pre-emptive rights, out of its authorized but unissued Common Stock, solely for the purpose of issue upon conversion of Notes as herein provided, such number of shares of Common Stock or shares of Common Stock held in treasury, solely for issuance as shall then be issuable upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note from time to time as this Note is converted. (b) Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Note, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) Notes. The Company covenants that all shares of Common Stock issued issuable upon conversion of this Note Notes or in payment of interest thereon will upon issue be duly and validly issued and fully paid and non-assessable by the Company and free from all taxes, liens liens, adverse claims, preemptive or similar rights and charges with respect to the issue thereof. (db) The Company further covenants that that, if at any shares of time the Common Stock to shall be provided for listed on the purpose of conversion of this Note hereunder require registration with New York Stock Exchange or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionother national securities exchange, the Company will in good faith will, if permitted by the rules of such exchange, list and as expeditiously as possible endeavor to secure such registration or approvalkeep listed, so long as the case may be. (e) The Common Stock shall be so listed on such exchange, all Common Stock issuable upon conversion of the Notes; provided that if the rules of such exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Notes into Common Stock in accordance with the provisions of this Agreement, the Company covenants that its securities will remain listed or included for quotation on a Trading Marketto list such Common Stock issuable upon conversion of the Notes in accordance with the requirements of such exchange at such time.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as this Note is converted. (b) such Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Notes, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if at any shares of time the Common Stock to shall be provided for listed on the purpose New York Stock Exchange, Nasdaq National Market or any other national securities exchange or automated quotation system the Company will, 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 Stock issuable upon conversion of this Note hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beNotes. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Convertible Subordinated Notes from time to time as this Note is converted. (b) such Convertible Subordinated Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Convertible Subordinated Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Convertible Subordinated Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is quoted on the purpose of conversion of this Note hereunder require registration with Nasdaq National Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Convertible Subordinated Notes to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the 71 77 Common Stock becomes listed on the New York Stock Exchange or any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Convertible Subordinated Notes to secure such registration or approval, as the case may bebe so listed and kept listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Convertible Subordinated Notes from time to time as this Note is converted. (b) such Convertible Subordinated Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Convertible Subordinated Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Convertible Subordinated Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is quoted on the purpose of conversion of this Note hereunder require registration with Nasdaq National Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Convertible Subordinated Notes to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor to secure such registration or approvalat the times required under, as the case may be. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.requirements of such

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) Subject to the provisions of Section 5(l) of the Note Purchase Agreement, the The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Warrants, sufficient shares to provide for the conversion of this Note the Convertible Notes from time to time as this Note is converted. (b) such Convertible Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of this Notethe Convertible Notes, the Company will shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c) . The Company covenants that all shares of Common Stock issued upon conversion of this Note Convertible Notes will be fully paid and non-assessable nonassessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (d) . The Company further covenants that if any shares of as long as the Common Stock to be provided for is quoted on the purpose of conversion of this Note hereunder require registration with Nasdaq Capital Market, or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversionits successor, the Company will shall cause all Common Stock issuable upon conversion of the Convertible Notes to be eligible for such quotation in good faith accordance with, and as expeditiously as possible endeavor at the times required under, the requirements of such market, and if at any time the Common Stock becomes listed on the New York Stock Exchange or any other national securities exchange, the Company shall cause all Common Stock issuable upon conversion of the Convertible Notes to secure such registration or approval, as the case may bebe so listed and remain listed. (e) The Company covenants that its securities will remain listed or included for quotation on a Trading Market.