Common use of Reservation of Shares; Transfer Taxes; Etc Clause in Contracts

Reservation of Shares; Transfer Taxes; Etc. The Corporation shall at all times serve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Convertible Preferred Stock, such number of shares of its Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Convertible Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of Nevada, increase the authorized number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Convertible Preferred Stock. If any shares of Common Stock required to be reserved for purposes of conversion of the Convertible Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Convertible Preferred Stock. The Corporation will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that which the shares of Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

Reservation of Shares; Transfer Taxes; Etc. The Following Stockholder Approval, the Corporation shall at all times serve reserve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Convertible Series A Preferred Stock, such number of shares of its Common Stock and other securities free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Convertible Series A Preferred Stock from time to time outstandingoutstanding which are then convertible. Prior to Stockholder Approval, the Corporation shall reserve and keep available such number of shares of its Common Stock as it then has available for such reservation for conversion. The Corporation shall from time to time, in accordance with the laws of the State of NevadaDelaware, increase the authorized number of shares of Common Stock and other securities if at any time the number of shares of Common Stock and other securities not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Convertible Series A Preferred Stock. The rights of the holders of the Series A Preferred Stock, and the granting of such rights by the Corporation hereunder, shall not be considered invalid solely by reason of the lack of sufficient authorized but unissued shares to honor the exercise of such conversion rights. If any shares of Common Stock required to be reserved for purposes of conversion of the Convertible Series A Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversionconversion or exercise, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Convertible Preferred Stock. The Corporation will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Convertible Series A Preferred Stock. The Corporation shall not, however, be required to pay any tax which that may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that in which the shares of Convertible Series A Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paid. The Corporation shall not take any action that would cause any equity securities issuable upon conversion of Series A Preferred Stock immediately following such action to be other than fully paid and nonassessable.

Reservation of Shares; Transfer Taxes; Etc. The Corporation Company shall at all times serve reserve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Convertible Preferred Stockthis Note, such number of shares of its Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Convertible Preferred Stock this Note from time to time outstanding. The Corporation Company shall from time to time, in accordance with the laws of the State of NevadaTexas, increase the authorized number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Convertible Preferred Stockthis Note. If any shares of Common Stock required to be reserved for purposes of conversion of the Convertible Preferred Stock this Note hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Corporation Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation Company will, if permitted by the rules of such exchange, as soon as practicable following issuance of this Note, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Convertible Preferred Stockthis Note. The Corporation Company will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Convertible Preferred Stockthis Note. The Corporation Company shall not, however, be required to pay any tax which that may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that in which the shares of Convertible Preferred Stock this Note so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation Company the amount of such tax or has established, to the satisfaction of the CorporationCompany, that such tax has been paid. Before taking any action that would cause an adjustment reducing the Conversion Price to less than the then par value of the Common Stock, the Company will take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non assessable shares of Common Stock at the conversion price as so adjusted.

Reservation of Shares; Transfer Taxes; Etc. The Corporation Company shall at all times serve reserve and keep available, out of its authorized and unissued stockshares of Common Stock, solely for the purpose of effecting the conversion of the Convertible Preferred StockNotes, such number of shares of its Common Stock Stock, free of preemptive rights or similar rights, as shall from time to time be sufficient to effect the conversion of all shares of Convertible Preferred Stock the Notes from time to time outstandingtime. The Corporation Company shall use its best efforts from time to time, in accordance with the laws of the State of NevadaColorado, to increase the authorized number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion of the Notes. The Company shall pay when due and payable any and all issue or other taxes and charges that may be payable in respect of any issue or delivery of Common Shares on conversion of the then outstanding shares of Convertible Preferred StockNotes, except as set forth in the immediately following sentence. If any The Company covenants that, upon issuance, all shares of Common Stock required issuable upon conversion of the Notes shall be duly authorized, validly issued, fully paid and non-assessable, and free and clear of any and all Liens and taxes, and the issuance of such securities will not be subject to any preemptive or similar right of the Company or any other Person (all of which rights being hereby waived irrevocably). The Company agrees that if any shares of capital stock to be reserved for purposes the purpose of the issuance of shares upon the conversion of the Convertible Preferred Stock hereunder Notes require registration with or approval of any governmental authority under any Federal federal or State state law before such shares may be validly issued or delivered upon conversion, then the Corporation Company will in good faith and as expeditiously as possible endeavor to cause secure such shares to be duly registered registration or approvedapproval, as the case may be. If and so long as the Common Stock issuable upon the conversion of the Notes is listed on the New York Stock Exchange or any other national securities exchange, the Corporation Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such Common Stock issuable upon conversion of the Convertible Preferred Stock. The Corporation will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that which the shares of Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paidthis Note.

Reservation of Shares; Transfer Taxes; Etc. The Corporation shall at all times serve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Series E Convertible Preferred Stock, such number of shares of its Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Series E Convertible Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of Nevada, increase the authorized number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Series E Convertible Preferred Stock. If any shares of Common Stock required to be reserved for purposes of conversion of the Series E Convertible Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Convertible Preferred Stock. The Corporation will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Series E Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that which the shares of Series E Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

Reservation of Shares; Transfer Taxes; Etc. (i) The Corporation shall at all times serve reserve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Series B Cumulative Convertible Preferred Stock, such number of shares of its Common Stock or Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Series B Cumulative Convertible Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of NevadaMassachusetts, increase the authorized number of authorized shares of Common Stock if at any time the number of shares of authorized and unissued Common Stock not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Series B Cumulative Convertible Preferred Stock. . (ii) If any shares of Common Stock required to be reserved for purposes of conversion of the Series B Cumulative Convertible Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York American Stock Exchange or any other national securities exchangeexchange or national quotation service, the Corporation will, if permitted by the rules of such exchange, will list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the shares of Series B Cumulative Convertible Preferred Stock. . (iii) The Corporation will shall pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Series B Cumulative Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that in which the shares of Series B Cumulative Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

Reservation of Shares; Transfer Taxes; Etc. (i) The Corporation shall at all times serve reserve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Convertible Series B Preferred Stock, such number of shares of its Common Stock or Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Convertible Series B Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of NevadaDelaware, increase the authorized number of authorized shares of Common Stock if at any time the number of shares of authorized and unissued Common Stock not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Convertible Series B Preferred Stock. . (ii) If any shares of Common Stock required to be reserved for purposes of conversion of the Convertible Series B Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchangeexchange or national quotation service, the Corporation will, if permitted by the rules of such exchange, will list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Convertible shares of Series B Preferred Stock. . (iii) The Corporation will shall pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion or exchange of the Convertible Series B Preferred Stock. The Corporation shall not, however, be required to pay any income tax or tax which may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that in which the shares of Convertible Series B Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

Reservation of Shares; Transfer Taxes; Etc. The Corporation shall at all times serve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Series A Convertible Preferred Stock, such number of shares of its Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Series A Convertible Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of Nevada, increase the authorized number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Series A Convertible Preferred Stock. If any shares of Common Stock required to be reserved for purposes of conversion of the Series A Convertible Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal federal or State state law before such shares may be issued upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock. The Corporation will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Series A Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or of delivery of Common Stock (or other securities or assets) in a name other than that which the shares of Series A Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

Reservation of Shares; Transfer Taxes; Etc. (a) The Corporation Company shall at all times serve reserve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion exercise of the Convertible Preferred Stockthis Warrant, such number of shares of its Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion exercise of all shares of Convertible Preferred Stock from time to time outstandingthis Warrant. The Corporation Company shall from time to time, in accordance with the laws of the State of NevadaTexas, increase the authorized number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion exercise of all the then outstanding shares of Convertible Preferred Stock. this Warrant. (b) If any shares of Common Stock required to be reserved for purposes of conversion exercise of the Convertible Preferred Stock hereunder this Warrant require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Corporation Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation Company will, if permitted by the rules of such exchange, as soon as practicable following exercise of this Warrant, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Convertible Preferred Stock. . (c) The Corporation Company will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion exercise of the Convertible Preferred Stockthis Warrant. The Corporation Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that which of the shares Holder of Convertible Preferred Stock so converted were registeredthis Warrant, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation Company the amount of such tax or has established, to the satisfaction of the CorporationCompany, that such tax has been paid. (d) Before taking any action which would cause an adjustment reducing the Warrant Price to less than the then par value of the Common Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the Warrant Price as so adjusted.

Reservation of Shares; Transfer Taxes; Etc. The Corporation shall at all times serve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Convertible Preferred Stock, such number of shares of its Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Convertible Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of NevadaDelaware, increase the authorized number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Convertible Preferred Stock. If any shares of Common Stock required to be reserved for purposes of conversion of the Convertible Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Convertible Preferred Stock. The Corporation will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that which the shares of Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

Reservation of Shares; Transfer Taxes; Etc. The Corporation Company shall at all times serve reserve and keep available, out of its authorized and unissued stockshares of Common Stock, solely for the purpose of effecting the conversion any conversions of the Convertible Series A Preferred StockStock or A Notes, any exercises of Class A and Class B Warrants, and any Reset Issuance (as defined below), Annual Issuance (as defined below), Dilution Issuance (as defined below) and Approval Issuance (as defined below and, together with Reset Issuances, Annual Issuances and Dilution Issuances, referred to herein as "Article IX Issuances"), such number of shares of its Common Stock free of preemptive rights as shall be sufficient to effect such conversions, exercises and Article IX Issuances from time to time be sufficient to effect the conversion of all shares of Convertible Preferred Stock from time to time outstandingrequired or reasonably anticipated. The Corporation Company shall use its best efforts from time to time, in accordance with the laws of the State of Nevada, Delaware to increase the authorized number of shares of Common Stock if at any time the number of shares of authorized, unissued and unreserved Common Stock not outstanding shall not be sufficient to permit any required or reasonably anticipated conversions of Series A Preferred Stock and A Notes, exercises of Class A and Class B Warrants and Article IX Issuance. In the conversion of all event, and to the then outstanding shares of Convertible Preferred Stock. If any extent, that the company does not have sufficient authorized but unissued shares of Common Stock required to be reserved for purposes of effect any conversion of the Convertible Series A Preferred Stock hereunder require registration with or approval A Notes, any exercise of Warrants, any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange Article IX Issuance or any other national securities exchangeissuance of Common Stock pursuant to this Agreement (collectively a "Common Issuance Event"), the Corporation willCompany shall pay each Purchaser cash or A Notes in an amount per share of Common Stock that would have been issued to such Purchaser pursuant to such Common Issuance Event but for the lack of sufficient authorized but unissued Common Stock equal to the greater of (i) 1.40 times the Dilution Value (as defined below) (or, if permitted by in the rules case of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Convertible Series A Preferred Stock, or exercise of the Warrants, 1.40 times the respective Conversion Price or exercise price) and (ii) the Market Price, in either case determined as of the date of the event giving rise to such Common Issuance Event. The Corporation will Company shall pay any and all issue or other taxes that may be payable in respect of to any issue or delivery of shares of Common Stock on conversion of the Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that which the shares of Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paidArticle IX Issuance.

Reservation of Shares; Transfer Taxes; Etc. The Corporation Company shall at all times serve reserve and keep available, out of its authorized and unissued stockshares of Conversion Securities, solely for the purpose of effecting the conversion of the Convertible Preferred StockNotes and the exercise of the Placement and Advisory Warrants, such number of shares of its Common Stock Conversion Securities free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares Notes from time to time outstanding and the exercise of Convertible Preferred Stock all Placement and Advisory Warrants from time to time outstanding. The Corporation Company shall use its best efforts from time to time, in accordance with the laws of the State of Nevada, Delaware to increase the authorized number of shares of Common Stock Conversion Securities if at any time the number of shares of Common Stock not outstanding authorized, unissued and unreserved shares of Conversion Securities shall not be sufficient to permit the conversion of all the then then-outstanding shares Notes and the exercise of Convertible Preferred Stockall the then-outstanding Placement and Advisory Warrants. If The Company shall not issue any shares of Common Stock required Conversion Securities other than to be reserved for purposes of effect the conversion of the Convertible Preferred Stock hereunder require registration with Notes or approval accrued interest thereon, Conversion Securities sold in lieu of any governmental authority under any Federal or State law before such shares may be issued upon conversion, Notes in the Corporation will in good faith Offering and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock Conversion Securities issuable upon conversion exercise of the Convertible Preferred StockPlacement and Advisory Warrants. The Corporation will Company shall pay any and all issue or other taxes (but in no event income taxes) that may be payable in respect of any issue or delivery of shares of Common Stock Conversion Securities on conversion of the Convertible Preferred StockNotes or the exercise of the Placement and Advisory Warrants. The Corporation Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Common Stock Conversion Securities (or other securities or assets) in a name other than that in which the shares of Convertible Preferred Stock Notes so converted converted, or the Placement and Advisory Warrants so exercised, were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation Company the amount of such tax or has established, to the satisfaction of the CorporationCompany, that such tax has been paid.

Reservation of Shares; Transfer Taxes; Etc. The Following Stockholder Approval, the Corporation shall at all times serve reserve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Convertible Series B Preferred Stock, such number of shares of its Common Stock and other securities free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Convertible Series B Preferred Stock from time to time outstandingoutstanding which are then convertible. Prior to Stockholder Approval, the Corporation shall reserve and keep available such number of shares of its Common Stock as it then has available for such reservation for conversion. The Corporation shall from time to time, in accordance with the laws of the State of NevadaDelaware, increase the authorized number of shares of Common Stock and other securities if at any time the number of shares of Common Stock and other securities not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Convertible Series B Preferred Stock. The rights of the holders of the Series B Preferred Stock, and the granting of such rights by the Corporation hereunder, shall not be considered invalid solely by reason of the lack of sufficient authorized but unissued shares to honor the exercise of such conversion rights. If any shares of Common Stock required to be reserved for purposes of conversion of the Convertible Series B Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversionconversion or exercise, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Convertible Preferred Stock. The Corporation will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Convertible Series B Preferred Stock. The Corporation shall not, however, be required to pay any tax which that may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in a name other than that in which the shares of Convertible Series B Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paid. The Corporation shall not take any action that would cause any equity securities issuable upon conversion of Series B Preferred Stock immediately following such action to be other than fully paid and nonassessable.