Common use of RESERVATION OF STOCK, ETC Clause in Contracts

RESERVATION OF STOCK, ETC. The Corporation shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstanding, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the Corporation's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation shall supply such Transfer Agent with duly executed stock certificates for such purpose.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, 125% of the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant all Warrants at the time outstanding and any other warrants then outstandingotherwise in accordance with the terms of the Purchase Agreement. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company (the "Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance (in the case of Common Stock) or transfer and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities) Securities from time to time issuable or transferable upon exercise of this Warrant and any other warrants then outstandingWarrant. All The Company shall cause all shares of Common Stock (Stock, or Other Securities) Securities of the Company issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of this Warrant shall any Warrants to be duly authorized and, when issued or transferred upon such exercise, shall to be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent transfer agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent transfer agent for the Common Stock and with every subsequent Transfer Agent transfer agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent transfer agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of common stock, if exercised for Common Stock, which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant all Warrants at the time outstanding and any other warrants then outstandingotherwise in accordance with the terms of the Purchase Agreement. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company (the "Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then outstandingthe Warrants. All shares of Common Stock (or Other Securities) issuable upon exercise of this a Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("the “Transfer Agent"”), and every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrantthe Warrants, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this each Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrantthe Warrants. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced and not required to be returned to the Holder pursuant hereto shall be canceled. Subsequent to the Expiration Date, no shares of Common Stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock that have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant all Warrants at the time outstanding and any other warrants then outstandingotherwise in accordance with the terms of the Asset Purchase Agreement and the Management Agreement. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company (the "Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrant, the number of shares of Common Stock Series C Shares (or Other Securities) from time to time issuable upon exercise of this the Warrant and any other warrants then outstanding. All the number of shares of Common Stock into which such Series C Shares are convertible. All Series C Shares (or Other Securities) issuable upon exercise of this the Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders Holder thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common StockSeries C Shares, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock Series C Shares and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. Subsequent to the Expiration Date, no Series C Shares need be reserved in respect of this Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve ------------------------- and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrant, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant the Warrants (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for issuance upon exercise of all Warrants and each increase (or decrease) in the number of shares so reserved shall be allocated pro rata among the holders of Warrants based on the number of shares of Common Stock issuable upon exercise of the Warrants held by each holder on June 30, 2004 or the effective date of such increase (or decease) in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any other warrants of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise of the Warrants then outstandingheld by such holders. All shares of Common Stock (or Other Securities) issuable upon exercise of this any Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent transfer agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent transfer agent for the Common Stock and with every subsequent Transfer Agent transfer agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent transfer agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereofthereof (except as otherwise provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law), and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance (in the case of Common Stock) or transfer and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities) Securities from time to time issuable or transferable upon exercise of this Warrant and [For Cerberus Warrant only: without regard to any other warrants then outstandinglimit on exercisability set forth in Section 2.5 or otherwise in this Warrant or any comparable provision in the Conversion Warrants]. All The Company shall cause all shares of Common Stock (Stock, or Other Securities) Securities of the Company issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of this Warrant shall any Warrants to be duly authorized and, when issued or transferred upon such exercise, shall to be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent transfer agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent transfer agent for the Common Stock and with every subsequent Transfer Agent transfer agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent transfer agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of common stock, if exercised for Common Stock, which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times ------------------------- reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. (a) The Corporation shall Company covenants that it will at all times reserve and keep available, solely free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock and/or, if this Warrant is then exercisable by the holder to purchase other common stock of the Company, such other common stock, or its issued shares of Common Stock or such other common stock, as the case may be, held in its treasury, or both, for issuance and delivery upon exercise the purpose of enabling the holder of this Warrant and any other warrants outstandingto exercise such Warrant, the full number of shares of Common Stock (or Other Securities) from time to time issuable such other common stock deliverable upon the exercise of this Warrant and such Warrant. The Company covenants that any other warrants then outstanding. All shares of Common Stock (or Other Securities) issuable other common stock of the Company issued upon exercise of this Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of sharesissued, fully paid and nonassessable, with no liability on . The Company shall endeavor to list the part shares of Common Stock or other common stock of the holders thereof, and, in the case Company required to be delivered upon conversion of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the Corporation's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed prior to such delivery, upon each national securities exchange, if any, upon which the outstanding Common Stock or such other common stock is listed at all times until the Expiration Date time of such delivery. Prior to reserve such number the delivery of authorized and unissued shares as any securities that the Company shall be requisite for obligated to deliver upon exercise of this Warrant, the Company shall endeavor to comply with all federal and state laws and regulations thereunder requiring the registration of such purpose. securities with, or any approval of or consent to the delivery thereof by, any governmental authority. (b) The Corporation shall keep copies Company will pay any and all documentary, stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock or other securities or property on exercise of this Warrant on file with pursuant hereto; provided, however, that the Transfer Agent for Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock and with every subsequent Transfer Agent for any shares or other securities or property in a name other than that of the Corporation's capital stock issuable upon holder of this Warrant to be exercised and no such issue or delivery shall be made unless and until the exercise person requesting such issue or delivery has paid to the Company the amount of any such tax or established, to the reasonable satisfaction of the rights of purchase represented by this Warrant. The Corporation shall supply Company, that such Transfer Agent with duly executed stock certificates for such purposetax has been paid.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant shall be duly authorized and, when issued upon such exerciseexercise or conversion, shall be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved by the Company in respect of any unexercised portion of this Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Class C Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then outstandingWarrant. All shares of Class C Common Stock (or Other Securities) issuable upon exercise of this Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Class C Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Class C Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, 150% of the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant all Warrants at the time outstanding and any other warrants then outstandingotherwise in accordance with the terms of the Purchase Agreement. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company (the "Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The Company will ensure that the transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this a Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this a Warrant on file with the Transfer Warrant Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this a Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all ------------------------- times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, 125% of the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant at the time outstanding and any other warrants then outstandingotherwise in accordance with the terms of the Purchase Agreement. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company (the "Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock Shares (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then outstandingWarrant. All shares of Common Stock Shares (or Other Securities) issuable upon exercise of this any Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent")Shares, and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock Shares and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then outstandingWarrant. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("“Transfer Agent"”), and every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced and not required to be returned to the Holder pursuant hereto shall be canceled. Subsequent to the Expiration Date, no shares of Common Stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant the Warrants, one hundred and any other warrants outstanding, fifty percent (150%) of the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("“Transfer Agent"”), and every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock that have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times -------------------------- reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance (in the case of Common Stock) or transfer and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock (or Other Securities) Securities from time to time issuable or transferable upon exercise of this Warrant and any other warrants then outstandingWarrant. All The Company shall cause all shares of Common Stock (Stock, or Other Securities) Securities of the Company issuable upon exercise of this Warrant shall any Warrants to be duly authorized and, when issued or transferred upon such exercise, shall to be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent transfer agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent transfer agent for the Common Stock and with every subsequent Transfer Agent transfer agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent transfer agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of common stock, if exercised for Common Stock, which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all issuance, stamp or similar taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved by the Company in respect of this Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, 100% of the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this any Warrant and any other warrants then at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company (the "Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant the Warrants, one hundred and any other warrants outstanding, fifty percent (150%) of the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("“Transfer Agent"”), and every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose.. All Warrant certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock that have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant. Series B Warrant No. B-Agent Page — 9

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times -------------------------- reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All all shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date expiration date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The Company will ensure that the transfer agent for the Common Stock, which may be the Corporation Company ("“Transfer Agent"”), and every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this a Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this a Warrant on file with the Transfer Warrant Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this a Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, 100% of the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant all Warrants at the time outstanding and any other warrants then outstandingotherwise in accordance with the terms of the Purchase Agreement. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company (the "Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and ------------------------- keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company (the "Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock (or Other Securities) Shares from time to time issuable upon exercise of this Warrant and any other warrants then outstandingWarrant. All shares of Common Stock (or Other Securities) Shares issuable upon exercise of this any Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent")Shares, and every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock Shares and with every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation shall Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant the Warrants and any other warrants outstandingfree from preemptive rights, the number of all shares of Common Stock (or Other Securities) from time to time issuable upon the exercise of this Warrant and any other warrants then the Warrants at the time outstanding. All such shares (and any such Other Securities consisting of shares of Common Stock capital stock) shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and nonassessable with no liability on the part of the holders thereof. Any such Other Securities (or Other Securitiesother than shares of capital stock) issuable upon exercise of this Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued andand legally binding obligations, enforceable in the case of shares, fully paid and nonassessableaccordance with their terms, with no liability on the part of the holders thereof. Without limiting the generality of the foregoing, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent for if any shares of Common Stock (or Other Securities) required to be reserved for the Corporation's capital stock issuable upon the purposes of exercise of this Warrant require registration with or approval of any governmental authority under any federal law (other than the Securities Act) or under any state law before such shares (or Other Securities) may be issued upon exercise of the purchase rights represented by this Warrant, are hereby irrevocably authorized the Company will at its expense, as expeditiously as possible, cause such shares (or Other Securities) to be duly registered or approved, as the case may be. The Company, in addition, will review its stock ledgers, stock transfer books and directed at all times until other corporate records periodically (and not less often than once in each calendar quarter) in order to determine whether, as a result of any action taken by the Expiration Date to reserve Company or any officer of the Company, any holder of a Warrant is or shall have become, directly or indirectly, the beneficial owner of more than such number percentage of authorized and unissued shares any class of its equity securities (as defined in the Securities Exchange Act) as shall cause such holder to be requisite for such purpose. The Corporation shall keep copies of this Warrant on file with required to make any filings or declarations to the Transfer Agent for Company, the Common Stock and with every subsequent Transfer Agent for Commission or any shares national securities exchange pursuant to the provisions of the Corporation's capital stock issuable Securities Exchange Act or any comparable federal statute, and the Company will give prompt written notice to such holder whenever it shall have determined, upon the exercise basis of the rights information disclosed by any such review, that such holder is or has become such a holder because of purchase represented by this Warrant. The Corporation such action, which notice shall supply also specify the information upon which the Company bases 60 18 such Transfer Agent with duly executed stock certificates for determination; provided, however, that the Company need give such purposenotice only once in each fiscal year to any holder whose percentage of beneficial ownership of any class of the Company's equity securities has not changed since the date of the giving of the immediately preceding notice.

RESERVATION OF STOCK, ETC. The Corporation shall Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant the Warrants and any other warrants outstandingfree from preemptive rights, the number of all shares of Common Stock (or Other Securities) from time to time issuable upon the exercise of this Warrant and any other warrants then the Warrants at the time outstanding. All such shares (and any such Other Securities consisting of shares of Common Stock capital stock) shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and nonassessable with no liability on the part of the holders thereof. Any such Other Securities (or Other Securitiesother than shares of capital stock) issuable upon exercise of this Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued andand legally binding obligations, enforceable in the case of shares, fully paid and nonassessableaccordance with their terms, with no liability on the part of the holders thereof. Without limiting the generality of the foregoing, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent for if any shares of Common Stock (or Other Securities) required to be reserved for the Corporation's capital stock issuable upon the purposes of exercise of this Warrant require registration with or approval of any governmental authority under any federal law (other than the Securities Act) or under any state law before such shares (or Other Securities) may be issued upon exercise of the purchase rights represented by this Warrant, are hereby irrevocably authorized the Company will at its expense, as expeditiously as possible, cause such shares (or Other Securities) to be duly registered or approved, as the case may be. The Company, in addition, will review its stock ledgers, stock transfer books and directed at all times until other corporate records periodically (and not less often than once in each calendar quarter) in order to determine whether, as a result of any action taken by the Expiration Date to reserve Company or any officer of the Company, any holder of a Warrant is or shall have become, directly or indirectly, the beneficial owner of more than such number percentage of authorized and unissued shares any class of its equity securities (as defined in the Securities Exchange Act) as shall cause such holder to be requisite for such purpose. The Corporation shall keep copies of this Warrant on file with required to make any filings or declarations to the Transfer Agent for Company, the Common Stock and with every subsequent Transfer Agent for Commission or any shares national securities exchange pursuant to the provisions of the Corporation's capital stock issuable Securities Exchange Act or any comparable federal statute, and the Company will give prompt written notice to such holder whenever it shall have determined, upon the exercise basis of the rights information disclosed by any such review, that such holder is or has become such a holder because of purchase represented by this Warrant. The Corporation such action, which notice shall supply also specify the information upon which the Company bases such Transfer Agent with duly executed stock certificates for determination; provided, however, that the Company need give such purposenotice only once in each fiscal year to any holder whose percentage of beneficial ownership of any class of the Company's equity securities has not changed since the date of the giving of the immediately preceding notice.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company (the "Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve ------------------------- and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purposepurpose All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("“Transfer Agent"”), and every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock that have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant shall be duly authorized and, when issued upon such exerciseexercise or conversion, shall be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("“Transfer Agent"”), and every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved by the Company in respect of any unexercised portion of this Warrant.

RESERVATION OF STOCK, ETC. 12.1 The Corporation shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then outstandingWarrant. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("“Transfer Agent"”), and every subsequent Transfer Agent for any shares of the Corporation's ’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until after the Expiration Date hereof to reserve such number of authorized and unissued shares as shall be requisite for such purpose. . 12.2 Except as expressly provided otherwise herein, this Warrant will be binding upon any entity succeeding to the Corporation by merger, consolidation, or acquisition of all or substantially all of the Corporation’s assets. 12.3 The Corporation shall, on or before the date of issuance of any Warrant Shares, take such actions as the Corporation shall keep copies reasonably determine are necessary to qualify the Warrant Shares for, or obtain exemption for the Warrant Shares for, sale to the holder of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's capital stock issuable upon the exercise hereof under applicable securities or “blue sky” laws of the rights states of purchase represented by this Warrant. The the United States; provided, however, that the Corporation shall supply not be required to qualify as a foreign corporation or file a general consent to service of process in any such Transfer Agent jurisdiction; provided, further, that the Corporation shall take such actions in reliance upon the information of the Holder disclosed in the Election to Purchase Shares delivered by the Holder. 12.4 If the Corporation becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, but only for so long as the Corporation is so subject, the Corporation shall take all actions reasonably necessary to enable the Holder to sell the Warrant Shares without registration under the Securities Act within the limitations of the exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, including filing on a timely basis all reports required to be filed by the Securities Exchange Act of 1934, as amended. Upon the request of the Holder, the Corporation shall deliver to the Holder a written statement as to whether it has complied with duly executed stock certificates for such purposerequirements.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times ------------------------- reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe warrants, the number of shares of Common Stock common stock (or Other Securitiesother securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All all shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then outstandingthe Warrants. All shares of Common Stock (or Other Securities) issuable upon exercise of this any Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("the “Transfer Agent"”), and every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrantthe Warrants, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this each Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrantthe Warrants. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced and not required to be returned to the Holder pursuant hereto shall be canceled. Subsequent to the Expiration Date, no shares of Common Stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times -------------------------- reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrant, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then outstandingthe Warrant. All shares of Common Stock (or Other Securities) issuable upon exercise of this the Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and each such canceled Warrant shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrant. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance (in the case of Common Stock) or transfer and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities) Securities from time to time issuable or transferable upon exercise of this Warrant and without regard to any other warrants then outstandinglimit on exercisability set forth in Section 2.5 or otherwise in this Warrant or any comparable provision in the Conversion Warrants. All The Company shall cause all shares of Common Stock (Stock, or Other Securities) Securities of the Company issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of this Warrant shall any Warrants to be duly authorized and, when issued or transferred upon such exercise, shall to be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent transfer agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent transfer agent for the Common Stock and with every subsequent Transfer Agent transfer agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent transfer agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of common stock, if exercised for Common Stock, which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock (or Other Securities) Securities from time to time issuable or transferable upon exercise of this Warrant and any other warrants then outstandingWarrant. All The Company shall cause all shares of Common Stock (Stock, or Other Securities) Securities of the Company, issuable upon exercise of this Warrant shall any Warrants to be duly authorized and, when issued or transferred upon such exercise, shall to be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent transfer agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent transfer agent for the Common Stock and with every subsequent Transfer Agent transfer agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent transfer agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced shall be cancelled, and such cancelled Warrants shall constitute sufficient evidence of the number of shares of Common Stock, if exercised for Common Stock, which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of Common Stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingWarrant, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then outstandingWarrant. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrancesencumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation ("Transfer Agent"), and every subsequent Transfer Agent transfer agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this Warrant on file with the Transfer Agent transfer agent for the Common Stock and with every subsequent Transfer Agent transfer agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Corporation Company shall supply such Transfer Agent transfer agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company represents and warrants to each Holder that as of the date of this Agreement, 175,000,000 shares of Common Stock has been authorized for issuance, 41,980,520 shares of Common Stock are issued and outstanding and no shares of preferred stock are issued and outstanding. The Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or and Other Securities) from time to time issuable upon exercise of the Warrants. All Warrants issued pursuant to this Warrant Agreement shall be duly authorized, validly issued and any other warrants then outstandingfree from all taxes, liens, security interests, encumbrances, preemptive rights and charges. All shares of Common Stock (or and Other Securities) issuable upon exercise of this any Warrant shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Corporation Company ("the “Transfer Agent"”), and every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrantthe Warrants, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this each Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the Corporation's Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrantthe Warrants. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced and not required to be returned to the Holder pursuant hereto shall be canceled. Subsequent to the Expiration Date, no shares of Common Stock need be reserved in respect of any unexercised Warrant.

RESERVATION OF STOCK, ETC. The Corporation Company shall at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant and any other warrants outstandingthe Warrants, the number of shares of Common Stock (or Other Securities) from time to time issuable upon exercise of this Warrant and any other warrants then all Warrants at the time outstanding. All shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The Company will insure that the transfer agent for the Common Stock, which may be the Corporation Company ("Transfer Agent"), and every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of any of the purchase rights represented by this a Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purpose. The Corporation Company shall keep copies of this a Warrant on file with the Transfer Agent for the Common Stock and with every subsequent Transfer Agent for any shares of the CorporationCompany's capital stock issuable upon the exercise of the rights of purchase represented by this a Warrant. The Corporation Company shall supply such Transfer Agent with duly executed stock certificates for such purpose. All Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of shares of stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.