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) 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 Other Notes, Warrants and the Other 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, or payment of interest on, 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 or in payment of interest, 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, in the event the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other national securities exchange, the Company shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of all Common Stock issuable upon conversion of or in payment of interest on this Note.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, reserved for the purpose of Common Stock or issuance, no less than one hundred five percent (105%) of the number of 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 Other Notes, Warrants and the Other Warrants, sufficient shares needed to provide for the issuance of Common Stock upon 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, all of the Notes and upon exercise of all the Warrants without regard to any limitations on conversions or exercise. The Company will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock issuable upon conversion of this Notethe Notes above the Conversion Price then in effect, the Company (ii) will take all corporate action which may, in the opinion of its counsel, such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at upon conversion of the Notes and (iii) will not take any action which results in any adjustment of the Conversion Price if the total number of shares of Common Stock issuable after the conversion of all of the Notes and exercise of all of the Warrants would exceed the total number of shares of Common Stock then authorized by the Company's articles of incorporation and available for the purpose of issue upon such adjusted Conversion Price. (c) exercise. 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 covenants that if any is obligated to register the Notes and the shares of Common Stock issuable upon conversion of the Notes for resale under the Securities Act pursuant to the Registration Rights Agreement. The Notes and the shares of Common Stock issuable upon conversion of the Notes shall constitute Registrable Securities (as such term is defined in the Registration Rights Agreement). Each holder of Notes shall be entitled to all of the benefits afforded to a holder of Registrable Securities under the Registration Rights Agreement and such holder, by its acceptance of a Note, agrees and shall agree to be provided for bound by and to comply with the purpose terms and conditions of conversion of, or payment the Registration Rights Agreement applicable to such holder as a holder of interest on, this Note hereunder require registration with or approval such Registrable Securities. The Company shall use commercially reasonable efforts to promptly secure the listing of any governmental authority under any federal or state law before such the shares may be validly issued of Common Stock issuable upon conversion or in payment of interesta Note 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 upon conversion of such Note) and shall use commercially reasonable efforts to maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the conversion of all then outstanding Notes; and the Company will in good faith and as expeditiously as possible endeavor shall use commercially reasonable efforts to secure such registration list on each national securities exchange or approvalautomated quotation system, as the case may be. (e) The , and shall maintain such listing of, any other shares of capital stock of the Company covenants that, in issuable upon conversion of the event Notes if and so long as any shares of the Common Stock same class shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other such national securities exchange, the exchange or automated quotation system. The Company shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of pay all Common Stock issuable upon conversion of or fees and expenses in payment of interest on connection with satisfying its obligations under this NoteSection 15.9.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) 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 Other Notes, Warrants and the Other Warrants, sufficient shares to provide for the conversion of this Note the Debentures from time to time as such Debentures are presented for conversion, and no Debenture shall be issued unless such sufficient number of shares has been reserved and are available for issuance upon conversion of Debentures under this Note Article XV. The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, a sufficient number of shares of Common Stock for the purpose of effecting conversions of the Debentures not theretofore converted into Common Stock. For purposes of this reservation of Common Stock, the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding Debentures shall be computed as if at the time of computation all outstanding Debentures were held by a single holder. The issuance of shares of Common Stock upon conversion of the Debentures is converted. (b) authorized in all respects. 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 shares of Common Stock to be provided for the purpose of conversion of, or payment of interest on, this Note Debentures hereunder require registration with or approval of any governmental authority under any federal Federal or state State law before such shares may be validly issued upon conversion or in payment of interestconversion, 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 further covenants that, in the event that if at any time the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX National Market or any other national securities exchange, exchange or automated quotation system the Company shall obtain andwill, 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 market exchange or exchangeautomated quotation system, maintain approval for listing thereon of all Common Stock issuable upon conversion of or in payment of interest on this Notethe Debentures.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, reserved for the purpose of Common Stock or issuance, no less than one hundred five percent (105%) of the number of 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 Other Notes, Warrants and the Other Warrants, sufficient shares needed to provide for the issuance of Common Stock upon 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, all of the Notes and upon exercise of all the Warrants without regard to any limitations on conversions or exercise. The Company will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock issuable upon conversion of this Notethe Notes above the Conversion Price then in effect, the Company (ii) will take all corporate action which may, in the opinion of its counsel, such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at upon conversion of the Notes and (iii) will not take any action which results in any adjustment of the Conversion Price if the total number of shares of Common Stock issuable after the conversion of all of the Notes and exercise of all of the Warrants would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such adjusted Conversion Price. (c) exercise. 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 covenants that if any is obligated to register the shares of Common Stock issuable upon conversion of the Notes for resale under the Securities Act pursuant to the Registration Rights Agreement. The shares of Common Stock issuable upon conversion of the Notes shall constitute Registrable Securities (as such term is defined in the Registration Rights Agreement). Each holder of Notes shall be entitled to all of the benefits afforded to a holder of any such Registrable Securities under the Registration Rights Agreement and such holder, by its acceptance of a Note, agrees and shall agree to be provided for bound by and to comply with the purpose terms and conditions of conversion of, or payment the Registration Rights Agreement applicable to such holder as a holder of interest on, this Note hereunder require registration with or approval such Registrable Securities. The Company shall use commercially reasonable efforts to promptly secure the listing of any governmental authority under any federal or state law before such the shares may be validly issued of Common Stock issuable upon conversion or in payment of interesta Note 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 upon conversion of such Note) and shall use commercially reasonable efforts to maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the conversion of all then outstanding Notes; and the Company will in good faith and as expeditiously as possible endeavor shall use commercially reasonable efforts to secure such registration list on each national securities exchange or approvalautomated quotation system, as the case may be. (e) The , and shall maintain such listing of, any other shares of capital stock of the Company covenants that, in issuable upon conversion of the event Notes if and so long as any shares of the Common Stock same class shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other such national securities exchange, the exchange or automated quotation system. The Company shall obtain andpay all fees and expenses in connection with satisfying its obligations under this Section 15.9. Except as otherwise specifically provided herein, so long as the prior to a Noteholder's receipt of Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of all Common Stock issuable upon conversion of a Note, the Noteholder shall not be entitled, as such, to any rights of a stockholder of the Company, including, without limitation, the right to vote or to consent to any action of the stockholders of the Company, to receive dividends or other distributions, to exercise any preemptive right or to receive dividends or other distributions, or to receive any notice of meetings of stockholders of the Company, and shall not be entitled to receive any notice of any proceedings of the Company. In addition, nothing contained in payment this Indenture shall be construed as imposing any liabilities on such holder to purchase any securities (upon conversion of interest on this Notea Note or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) 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 Other Notes, Warrants and the Other 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, or payment of interest on, 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 or in payment of interest, 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, in the event the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX AMEX, the OTCBB or any other national securities exchange, the Company shall obtain obtain, to the extent required by such market or exchange and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of all Common Stock issuable upon conversion of or in payment of interest on this Note.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, reserved for the purpose of Common Stock or issuance, no less than one hundred five percent (105%) of the number of 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 Other Notes, Warrants and the Other Warrants, sufficient shares needed to provide for the issuance of Common Stock upon 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, all of the Outstanding Notes without regard to any limitations on conversions or exercise. The Company will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock issuable upon conversion of this Notethe Notes above the Conversion Price then in effect, the Company (ii) will take all corporate action which may, in the opinion of its counsel, such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at upon conversion of the Notes and (iii) will not take any action which results in any adjustment of the Conversion Price if the total number of shares of Common Stock issuable after the conversion of all of the Notes would exceed the total number of shares of Common Stock then authorized by the Company’s articles of incorporation and available for the purpose of issue upon such adjusted Conversion Price. (c) exercise. 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 covenants that if any is obligated to register the Notes and the shares of Common Stock issuable upon conversion of the Notes for resale under the Securities Act pursuant to the Registration Rights Agreement. The Notes and the shares of Common Stock issuable upon conversion of the Notes shall constitute Registrable Securities (as such term is defined in the Registration Rights Agreement). Each Holder of Notes shall be entitled to all of the benefits afforded to a Holder of Registrable Securities under the Registration Rights Agreement and such Holder, by its acceptance of a Note, agrees and shall agree to be provided for bound by and to comply with the purpose terms and conditions of conversion of, or payment the Registration Rights Agreement applicable to such Holder as a Holder of interest on, this Note hereunder require registration with or approval such Registrable Securities. The Company shall use its best efforts to promptly secure the listing of any governmental authority under any federal or state law before such the shares may be validly issued of Common Stock issuable upon conversion or in payment of interesta Note 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 upon conversion of such Note) and shall use its best efforts to maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the conversion of all then outstanding Notes; and the Company will in good faith and as expeditiously as possible endeavor shall use its best efforts to secure such registration list on each national securities exchange or approvalautomated quotation system, as the case may be. (e) The , and shall maintain such listing of, any other shares of capital stock of the Company covenants that, in issuable upon conversion of the event Notes if and so long as any shares of the Common Stock same class shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other such national securities exchange, the exchange or automated quotation system. The Company shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of pay all Common Stock issuable upon conversion of or fees and expenses in payment of interest on connection with satisfying its obligations under this NoteSection 15.9.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, reserved for the purpose of Common Stock or issuance, no less than one hundred five percent (105%) of the number of 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 Other Notes, Warrants and the Other Warrants, sufficient shares needed to provide for the issuance of Common Stock upon 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, all of the Notes without regard to any limitations on conversions (including any Additional Shares). The Company will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock issuable upon conversion of this Notethe Notes above the Conversion Price then in effect, the Company (ii) will take all corporate action which may, in the opinion of its counsel, such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at upon conversion of the Notes and (iii) will not take any action which results in any adjustment of the Conversion Price if the total number of shares of Common Stock issuable after the conversion of all of the Notes would exceed the total number of shares of Common Stock then authorized by the Company’s articles of incorporation and available for the purpose of issue upon such adjusted Conversion Price. (c) exercise. 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 preemptive and other similar rights, and all taxes, liens and charges with respect to the issue thereof. The Company covenants that all shares of Common Stock issued upon conversion of 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 covenants that if any is obligated to register the Notes and the shares of Common Stock to be provided for the purpose of conversion of, or payment of interest on, 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 or in payment of interest, 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, in the event the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other national securities exchange, the Company shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of all Common Stock issuable upon conversion of the Notes for resale under the Securities Act pursuant to the Registration Rights Agreement. The Notes and the shares of Common Stock issuable upon conversion of the Notes shall constitute Registrable Securities (as such term is defined in the Registration Rights Agreement). Each holder of Notes shall be entitled to all of the benefits afforded to a holder of Registrable Securities under the Registration Rights Agreement and such holder, by its acceptance of a Note, agrees and shall agree to be bound by and to comply with the terms and conditions of the Registration Rights Agreement applicable to such holder as a holder of such Registrable Securities. The Company shall promptly secure the listing of all of the Conversion Shares 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 Conversion Shares from time to time issuable under the terms of the Transaction Documents. So long as any Securities are outstanding, the Company shall maintain the Common Stock’s authorization for quotation or listing on The New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the NASDAQ Global Select Market, Global Market or Capital Market (each, as applicable, the “Principal Market”). The Company shall not take any action that would reasonably be expected to result in payment the suspension or termination of interest trading of the Common Stock on this Notethe Principal Market.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a1) The Company Corporation 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 Other Notes, Warrants and the Other WarrantsSeries A Convertible Preferred Stock, sufficient shares to provide for the conversion of this Note the Series A Convertible Preferred Stock from time to time as this Note is shares of Series A Convertible Preferred Stock are converted. (b2) 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 A Convertible Preferred Stock, the Company will Corporation shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company Corporation may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c3) The Company Corporation covenants that all shares of Common Stock issued upon conversion of this Note the Series A Convertible Preferred Stock will be fully paid and non-assessable by the Company Corporation and free from all taxes, liens and charges with respect to the issue thereof. (d4) The Company Corporation covenants that if any shares of Common Stock to be provided for the purpose of conversion of, or payment of interest on, this Note hereunder the Series A Convertible Preferred Stock require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion or in payment of interestconversion, the Company Corporation will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (e5) The Company Corporation covenants that, in the event so long as the Common Stock shall be listed on the NasdaqAMEX, the Nasdaq Capital Market, the NYSE, the AMEX NYSE or any other national securities exchangeexchange or Nasdaq, the Company Corporation shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of all Common Stock issuable upon conversion of or in payment of interest on this Notethe Series A Convertible Preferred Stock.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) 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 Other Notes, Warrants and the Other 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 Rate 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 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 covenants that that, if any shares of Common Stock to be provided for the purpose of conversion of, or payment of interest on, this Note Notes 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 or in payment of interestconversion, the Company will in good faith and as expeditiously as possible possible, to the extent then permitted by the rules and interpretations of the Commission (or any successor thereto), endeavor to secure such registration or approval, as the case may be. (e) . The Company further covenants that, in the event that if at any time the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other national securities exchange, exchange or automated quotation system the Company shall obtain andwill, 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 market exchange or exchangeautomated quotation system, maintain approval for listing thereon of all Common Stock issuable upon conversion of or in payment of interest on this Notethe Notes.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a1) 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 the Other Note, and in addition to the shares of Common Stock required to be reserved by the terms of the Other Notes, Warrants and the Other Warrants, sufficient shares to provide for the conversion of this Note and the Other Note from time to time as this Note is and the Other Note are converted. (b2) 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. (c3) 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. (d4) The Company covenants that if any shares of Common Stock to be provided for the purpose of conversion of, or payment of interest on, 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 or in payment of interestconversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (e5) The Company covenants that, in the event so long as the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other national securities exchange, the Company shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of all Common Stock issuable upon conversion of or in payment of interest on this Note.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a1) The Company Corporation 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 Other Notes, Warrants and the Other WarrantsSeries A Convertible Preferred Stock, sufficient shares to provide for the conversion of this Note the Series A Convertible Preferred Stock from time to time as this Note is shares of Series A Convertible Preferred Stock are converted. (b2) 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 A Convertible Preferred Stock, the Company will Corporation shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company Corporation may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. (c3) The Company Corporation covenants that all shares of Common Stock issued upon conversion of this Note the Series A Convertible Preferred Stock will be fully paid and non-assessable by the Company Corporation and free from all taxes, liens and charges with respect to the issue thereof. (d4) The Company Corporation covenants that if any shares of Common Stock to be provided for the purpose of conversion of, or payment of interest on, this Note hereunder the Series A Convertible Preferred Stock require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion or in payment of interestconversion, the Company Corporation will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (e5) The Company Corporation covenants that, in the event so long as the Common Stock shall be listed on the NasdaqAMEX, the Nasdaq Capital Market, the NYSE, the AMEX NYSE or any other national securities exchangeexchange or Nasdaq or Nasdaq Capital Market or the OTCBB, the Company Corporation shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of all Common Stock issuable upon conversion of or in payment of interest on this Notethe Series A Convertible Preferred Stock.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, reserved for the purpose of Common Stock or issuance, no less than one hundred five percent (105%) of the number of 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 Other Notes, Warrants and the Other Warrants, sufficient shares needed to provide for the issuance of Common Stock upon 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, all of the Outstanding Notes without regard to any limitations on conversions or exercise. The Company will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder. Without limiting the generality of the 116 foregoing, the Company (i) will not increase the par value of any shares of Common Stock issuable upon conversion of this Notethe Notes above the Conversion Price then in effect, the Company (ii) will take all corporate action which may, in the opinion of its counsel, such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at upon conversion of the Notes and (iii) will not take any action which results in any adjustment of the Conversion Price if the total number of shares of Common Stock issuable after the conversion of all of the Notes would exceed the total number of shares of Common Stock then authorized by the Company's articles of incorporation and available for the purpose of issue upon such adjusted Conversion Price. (c) exercise. 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 covenants that if any is obligated to register the Notes and the shares of Common Stock issuable upon conversion of the Notes for resale under the Securities Act pursuant to the Registration Rights Agreement. The Notes and the shares of Common Stock issuable upon conversion of the Notes shall constitute Registrable Securities (as such term is defined in the Registration Rights Agreement). Each Holder of Notes shall be entitled to all of the benefits afforded to a Holder of Registrable Securities under the Registration Rights Agreement and such Holder, by its acceptance of a Note, agrees and shall agree to be provided for bound by and to comply with the purpose terms and conditions of conversion of, or payment the Registration Rights Agreement applicable to such Holder as a Holder of interest on, this Note hereunder require registration with or approval such Registrable Securities. The Company shall use its best efforts to promptly secure the listing of any governmental authority under any federal or state law before such the shares may be validly issued of Common Stock issuable upon conversion or in payment of interesta Note 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 upon conversion of such Note) and shall use its best efforts to maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the conversion of all then outstanding Notes; and the Company will in good faith and as expeditiously as possible endeavor shall use its best efforts to secure such registration list on each national securities exchange or approvalautomated quotation system, as the case may be. (e) The , and shall maintain such listing of, any other shares of capital stock of the Company covenants that, in issuable upon conversion of the event Notes if and so long as any shares of the Common Stock same class shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other such national securities exchange, the exchange or automated quotation system. The Company shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of pay all Common Stock issuable upon conversion of or fees and expenses in payment of interest on connection with satisfying its obligations under this NoteSection 15.9.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) 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 Noteor both, and in addition to the sufficient shares of Common Stock required to be reserved by the terms of the Other Notes, Warrants and the Other Warrants, sufficient shares to provide for the conversion of this Note the Notes from time to time as such Notes are presented for conversion, and no Note shall be issued unless such sufficient number of shares of Common Stock has been reserved and is available for issuance upon conversion of Notes under this Note Article XV. The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, a sufficient number of shares of Common Stock for the purpose of effecting conversions of the Notes not theretofore converted into Common Stock. For purposes of this reservation of Common Stock, the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding Notes shall be computed as if at the time of computation all outstanding Notes were held by a single holder. The issuance of shares of Common Stock upon conversion of the Notes is converted. (b) duly authorized in all respects. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to 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 permit the conversion of all of the then outstanding Notes. 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 will Notes will, upon such issuance, be fully paid and non-assessable by shares of the Company and capital stock of the Company, free from all taxes, liens and charges with respect to the issue thereof. (d) charges. The Company covenants that if any shares of Common Stock to be provided for the purpose of conversion of, or payment of interest on, this Note Notes hereunder require registration with or approval of any governmental authority under any federal Federal or state law before such shares may be validly issued upon conversion or in payment of interestconversion, the Company will will, in good faith and as expeditiously as possible possible, endeavor to secure such registration or approval, as the case may be. (e) . The Company further covenants that, in the event if at any time the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital National Market, the NYSE, the AMEX New York Stock Exchange or any other national securities exchangeexchange or automated quotation system, the Company shall obtain andwill, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall 72 be so listed on such market exchange or exchangeautomated quotation system, maintain approval for listing thereon of all Common Stock issuable upon conversion of or in payment of interest on this Notethe Notes.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, reserved for the purpose of Common Stock or issuance, no less than one hundred five percent (105%) of the number of 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 Other Notes, Warrants and the Other Warrants, sufficient shares needed to provide for the issuance of Common Stock upon 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, all of the Notes and upon exercise of all the Warrants without regard to any limitations on conversions or exercise. The Company will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock issuable upon conversion of this Notethe Notes above the Conversion Price then in effect, the Company (ii) will take all corporate action which may, in the opinion of its counsel, such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at upon conversion of the Notes and (iii) will not take any action which results in any adjustment of the Conversion Price if -80- the total number of shares of Common Stock issuable after the conversion of all of the Notes and exercise of all of the Warrants would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such adjusted Conversion Price. (c) exercise. 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 covenants that if any is obligated to register the shares of Common Stock issuable upon conversion of the Notes for resale under the Securities Act pursuant to the Registration Rights Agreement. The shares of Common Stock issuable upon conversion of the Notes shall constitute Registrable Securities (as such term is defined in the Registration Rights Agreement). Each holder of Notes shall be entitled to all of the benefits afforded to a holder of any such Registrable Securities under the Registration Rights Agreement and such holder, by its acceptance of a Note, agrees and shall agree to be provided for bound by and to comply with the purpose terms and conditions of conversion of, or payment the Registration Rights Agreement applicable to such holder as a holder of interest on, this Note hereunder require registration with or approval such Registrable Securities. The Company shall use commercially reasonable efforts to promptly secure the listing of any governmental authority under any federal or state law before such the shares may be validly issued of Common Stock issuable upon conversion or in payment of interesta Note 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 upon conversion of such Note) and shall use commercially reasonable efforts to maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the conversion of all then outstanding Notes; and the Company will in good faith and as expeditiously as possible endeavor shall use commercially reasonable efforts to secure such registration list on each national securities exchange or approvalautomated quotation system, as the case may be. (e) The , and shall maintain such listing of, any other shares of capital stock of the Company covenants that, in issuable upon conversion of the event Notes if and so long as any shares of the Common Stock same class shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other such national securities exchange, the exchange or automated quotation system. The Company shall obtain andpay all fees and expenses in connection with satisfying its obligations under this Section 15.8. Except as otherwise specifically provided herein, so long as the prior to a Noteholder's receipt of Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of all Common Stock issuable upon conversion of a Note, the Noteholder shall not be entitled, as such, to any rights of a stockholder of the Company, including, without limitation, the right to vote or to consent to any action of the stockholders of the Company, to receive dividends or other distributions, to exercise any preemptive right or to receive dividends or other distributions, or to receive any notice of meetings of stockholders of the Company, and shall not be entitled to receive any notice of any proceedings of the Company. In addition, nothing contained in payment this Indenture shall be construed as imposing any liabilities on such holder to purchase any securities (upon conversion of interest on this Notea Note or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) 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 Other Notes, Warrants and the Other 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) ; 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 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 ofNasdaq National Market, or payment of interest on, 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 or in payment of interestits 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 at the times required under, the requirements of such registration or approvalmarket, as the case may be. (e) The Company covenants that, in the event and if at any time the Common Stock shall be becomes listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX New York Stock Exchange or any other national securities exchange, the Company shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of cause all Common Stock issuable upon conversion of or in payment of interest on this Notethe Convertible Subordinated Notes to be so listed and kept listed.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) 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 Other Notes, Warrants and the Other 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 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 Common Stock to be provided for the purpose of conversion ofsuch exchange or automated quotation system, or payment of interest on, 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 or in payment of interest, the Company will in good faith list and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (e) The Company covenants that, in the event the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other national securities exchange, the Company shall obtain andkeep listed, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of all Common Stock issuable upon conversion of the Notes; provided that if the rules of the Nasdaq Global Select 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 payment accordance with the provisions of interest on this NoteIndenture, the Company covenants to list such Common Stock issuable upon conversion of the Notes in accordance with the requirements of such exchange or automated quotation system at such time.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) The Company shall reserve and keep availableprovide, free from preemptive rights, out of its authorized but unissued shares, reserved for the purpose of issuance, no less than one hundred five percent (105%) of the number of shares of Common Stock needed to provide for the issuance of Common Stock upon conversion of all of the Notes without regard to any limitations on conversions or exercise (but not including any Additional Shares); provided that until such date, if any, after the date hereof as the shareholders of the Company approve an increase in the authorized capital stock of the Company such that there are sufficient shares therefor (the "Approval Date"), the number of shares required to be reserved shall be reduced to the total number of the Company's authorized but unissued shares that, as of the date hereof, are available for issuance and have not been reserved by the Company's Board of Directors for a specific purpose as of the date hereof including issuance under any existing stock option or other equity plan of the Company or other obligation of the Company to issue shares of Common Stock held in treasury, solely for issuance upon conversion of this Note, and in addition (including the obligation represented by the Warrants issued pursuant to the shares Securities Purchase Agreement to the initial purchasers of Common Stock required the beneficial interests in the Notes). The Company will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be reserved observed or performed by it hereunder. Without limiting the terms generality of the Other Notesforegoing, Warrants and the Other Warrants, sufficient shares to provide for Company (i) will not increase the conversion par value 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 Notethe Notes above the Conversion Price then in effect, the Company (ii) will take all corporate action which may, in the opinion of its counsel, such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock upon conversion of the Notes and (iii) will not at any time after the Approval Date take any action which results in any adjustment of the Conversion Price if the total number of shares of Common Stock issuable after the conversion of all of the Notes would exceed the total number of shares of Common Stock then authorized by the Company's articles of incorporation and available for the purpose of issue upon such adjusted Conversion Price. (c) exercise. 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 preemptive and other similar rights, and all taxes, liens and charges with respect to the issue thereof. (d) . The Company covenants that if any is obligated to register the Notes and the shares of Common Stock issuable upon conversion of the Notes for resale under the Securities Act pursuant to the Registration Rights Agreement. The Notes and the shares of Common Stock issuable upon conversion of the Notes shall constitute Registrable Securities (as such term is defined in the Registration Rights Agreement). Each holder of Notes shall be entitled to all of the benefits afforded to a holder of Registrable Securities under the Registration Rights Agreement and such holder, by its acceptance of a Note, agrees and shall agree to be provided for bound by and to comply with the purpose terms and conditions of conversion of, or payment the Registration Rights Agreement applicable to such holder as a holder of interest on, this Note hereunder require registration with or approval such Registrable Securities. The Company shall use commercially reasonable efforts to promptly secure the listing of any governmental authority under any federal or state law before such the shares may be validly issued of Common Stock issuable upon conversion or in payment of interestthe Notes 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 upon conversion of such Notes) and shall use commercially reasonable efforts to maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the conversion of all then outstanding Notes; and the Company will in good faith and as expeditiously as possible endeavor shall use commercially reasonable efforts to secure such registration list on each national securities exchange or approvalautomated quotation system, as the case may be. (e) The , and shall maintain such listing of, any other shares of capital stock of the Company covenants that, in issuable upon conversion of the event Notes if and so long as any shares of the Common Stock same class shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other such national securities exchange, the exchange or automated quotation system. The Company shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of pay all Common Stock issuable upon conversion of or fees and expenses in payment of interest on connection with satisfying its obligations under this NoteSection 15.9.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a1) 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 NoteNote and the Other Notes, and in addition to the shares of Common Stock required to be reserved by the terms of the Other Notes, Warrants and the Other Warrants, sufficient shares to provide for the conversion of this Note and the Other Notes from time to time as this Note is and the Other Notes are converted. (b2) 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. (c3) 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 taxes and charges Liens with respect to the issue thereof. (d4) The Company covenants that if any shares of Common Stock to be provided for it will comply with its obligations under the purpose of conversion of, or payment of interest on, 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 or in payment of interest, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beRegistration Rights Agreement. (e5) The Company covenants that, in the event so long as the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other national securities exchange, the Company shall obtain and, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of all Common Stock issuable upon conversion of or in payment of interest on this Note.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) The Company shall covenants that, during the period the conversion rights exist, the Company will reserve and keep available, free from preemptive rights, out of its authorized but and unissued Common Stock 204,873,252 shares, (such amount to be subject to equitable adjustment from time to time on terms reasonably acceptable to the Holder for (i) stock splits, (ii) stock dividends, (iii) combinations, (iv) capital reorganizations, (v) issuance to all holders of Common Stock of rights or warrants to purchase shares of Common Stock or shares Stock, (vi) the distribution by the Company to all holders of Common Stock held of evidences of indebtedness of the Company or cash (other than regular quarterly cash dividends), and (vii) similar events relating to the Common Stock, in treasury, solely each such case which occur on or after the Issuance Date) to provide for the issuance of Common Stock upon the full conversion of this Note, and in addition subject to reduction from time to time by the number of shares of Common Stock required issued on conversion of this Note. The Company shall, from time to time, authorize and reserve additional shares of Common Stock to be reserved by issuable pursuant to the terms of the Other Notes, Warrants this Note as shall be necessary to ensure that an adequate number of shares of Common Stock are at all times authorized and the Other Warrants, sufficient shares to provide reserved for the issuance upon full conversion of this Note from time to time as and the payment of interest on this Note is convertedin accordance with Section 2.1. (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 duly and validly issued, fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. The Company agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of and payment of interest on this Note. (dc) The Company covenants that if any shares of Common Stock to be provided for the purpose of conversion of, or payment of interest on, this Note hereunder or in exercise of the Event of Default Share Payment Option, require registration with or filing of a registration statement or approval of any governmental authority authority, including without limitation SEC, in order for such shares to be freely tradeable, under any federal or state law before such shares may be validly issued upon conversion or in payment of interest, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. The Company covenants that any shares to be issued pursuant to this Note shall be included in a registration statement and registered in accordance with the Registration Rights Agreement. (ed) The Company covenants that, in the event that the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other U.S. national securities exchangeexchange or the OTCBB, the Company shall obtain and to the extent required by such exchange or market and, so long as the Common Stock shall be so listed on such market exchange or exchangemarket, maintain approval for listing thereon of all Common Stock issuable upon conversion of or in payment of interest on this Note.

Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock. (a) 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 Other Notes, Warrants and the Other 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 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 Common Stock to be provided for the purpose of conversion ofsuch exchange or automated quotation system, or payment of interest on, 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 or in payment of interest, the Company will in good faith list and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. (e) The Company covenants that, in the event the Common Stock shall be listed on the Nasdaq, the Nasdaq Capital Market, the NYSE, the AMEX or any other national securities exchange, the Company shall obtain andkeep listed, so long as the Common Stock shall be so listed on such market or exchange, maintain approval for listing thereon of 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 payment accordance with the provisions of interest on this NoteIndenture, the Company covenants to list such Common Stock issuable upon conversion of the Notes in accordance with the requirements of such exchange or automated quotation system at such time.