Common use of Reservation of Stock Issuable Upon Conversion Clause in Contracts

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation This --------------------------------------------- corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred Stock and Series B Preferred Stock such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Preferred Stock and Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred Stock and Series B Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 A Preferred Stock or Series B Preferred Stock, the Corporation this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred, Series B Preferred Stock and Series C Preferred, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Preferred, Series B Preferred Stock; and if Series C Preferred. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred, Series B Preferred Stock, in addition to such other remedies as shall be available to the holder of such and Series B-1 Preferred StockC Preferred, the Corporation Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The Corporation This --------------------------------------------- corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred Stock such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stock, the Corporation this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation This corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 B Preferred Stock and Series M Preferred Stock such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 B Preferred Stock and Series M Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 B Preferred Stock and Series M Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stock, the Corporation this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 B Convertible Preferred Stock (taking into account the adjustments required by this Section 6), such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 B Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 B Convertible Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred StockHolders, the Corporation will Company will, as soon as is reasonably practicable, take all such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation This corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred Stock such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect affect the conversion of all outstanding shares of the Series B-1 such series of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 such series of Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 series of Preferred Stock, the Corporation this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of or shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at --- --------------------------------------------- all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Preferred Stock; , and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred Stock, then in addition to such other remedies as shall be available to the holder of such shares of Series B-1 A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The --------------------------------------------- Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series A-1, Series A-2, Series B and Series B-1 Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 such series of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 such series of Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock and Class C Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 B Preferred Stock Stock, such number of its shares of Class A Common Stock or other securities into which the Series B-1 Preferred and Class C Common Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 B Preferred Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock or Class C Common Stock shall not be sufficient to effect the conversion of all of the then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 B Preferred Stock, the Corporation will shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock or Class C Common Stock to such number of shares as shall be sufficient for such purposespurpose, including, without limitation, utilizing its best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at --- --------------------------------------------- all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 B Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 B Preferred Stock; , and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 B Preferred Stock, then in addition to such other remedies as shall be available to the holder of such shares of Series B-1 B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock and Perpetual Preferred Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 Convertible Preferred Stock such number of its shares of Common Stock or other securities into which the Series B-1 and Perpetual Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock and Perpetual Preferred Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Convertible Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, may be necessary to increase its authorized but unissued shares of Common Stock and Perpetual Preferred Stock to such number of shares as shall be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The This Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred A Stock and Series B Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 Preferred A Stock and Series B Stock; and if at any time the number of authorized authorized, but unissued unissued, shares of Common Stock shall not be sufficient to effect the conversion of all then then-outstanding shares of the Series B-1 Preferred A Stock or the Series B Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stockstock, the this Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized authorized, but unissued unissued, shares of Common Stock to such number of shares as shall be sufficient for such purposes, without the necessity of any stockholder vote or approval.

Reservation of Stock Issuable Upon Conversion. The Corporation shall corporation at --------------------------------------------- all times will reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred Stock such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time will be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall is not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred Stock, in addition to such other remedies as shall may be available to the holder holders of Series A Preferred Stock for such Series B-1 Preferred Stockfailure, the Corporation corporation will take such corporate action as mayas, in the opinion of its counsel, may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall will be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Common, solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock Share, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 Preferred Stock; Share, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred StockShare, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposespurpose, including without limitation engaging in best efforts to obtain the requisite shareholder approval. Without in any way limiting the foregoing, so long as the Preferred Share remains outstanding the Corporation agrees to reserve and at all times keep available solely for purposes of conversion of the Preferred Share such number of authorized but unissued shares of Common Stock that is set forth in the Preferred Stock Agreement.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock or other Capital Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 Perpetual Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Capital Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 Perpetual Perpetual Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock or other Capital Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Perpetual Preferred Stock, the Corporation will take such immediate corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock or other Capital Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Designations.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 B Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 B Preferred Stock; and if provided, however, that the Corporation shall not issue more than a 20% Issuance (as defined in Section 6(a) hereof) pursuant to conversion of the Series B Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 B Preferred Stock, the Corporation will may take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposespurpose, including, without limitation, engaging in best efforts to obtain the necessary stockholder approval.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Preferred Stock; , and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred Stock, then in addition to such other remedies as shall be available to the holder of such shares of Series B-1 A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 B Convertible Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 B Convertible Preferred Stock; and if . If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 B Convertible Preferred Stock, the Corporation will shall, at the request of any holder of Series B Convertible Preferred Stock, take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The Corporation --------------------------------------------- shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred, Series B Preferred Stock and Series C Preferred such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Preferred, Series B Preferred Stockand Series C Preferred; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred, Series B Preferred Stock, in addition to such other remedies as shall be available to the holder of such and Series B-1 Preferred StockC Preferred, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Preferred Stock; , and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred Stock, then in addition to such other remedies as shall be available to the holder of such shares of Series B-1 A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.. 4 43

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Preferred Stock; , Series B Preferred Stock and if Series C Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 B Preferred Stock and Series C Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The Corporation This corporation --------------------------------------------- shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred Stock such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 A Preferred Stock, the Corporation this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 A, Series A-l, Series B, Series B-x and Series C Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 such series of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 such series of Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at --- --------------------------------------------- all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 B Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 B Preferred Stock; , and if at -10- any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 B Preferred Stock, then in addition to such other remedies as shall be available to the holder of such shares of Series B-1 B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 Preferred Stock; and if . If at any time the number of Amended Certificate of Designation, Series F Convertible Preferred Certificate of Designation, Series B Convertible Preferred authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stock, the Corporation will shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The Corporation shall use its best efforts at all times to reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock C Preferred, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 Preferred StockC Preferred; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then then-outstanding shares of the Series B-1 Preferred StockC Preferred, in addition to such other remedies as shall be available to the holder holders of such Series B-1 Preferred StockC Preferred, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The This --------------------------------------------- Corporation shall at all times will reserve and keep available out of its authorized but unissued shares of Class A Voting Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 B Preferred Stock such number of its shares of Class A Voting Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time will be sufficient to effect the conversion of all then outstanding shares of the Series B-1 B Preferred Stock; and if at any time the number of authorized but unissued shares of Class A Voting Common Stock shall is not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 B Preferred Stock, in addition to such other remedies as shall may be available to the holder holders of Series B Preferred Stock for such Series B-1 Preferred Stockfailure, the Corporation will take such corporate action as mayas, in the opinion of its counsel, may be necessary to increase its authorized but unissued shares of Class A Voting Common Stock to such number of shares as shall will be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 A, Series A-l, Series B, Series B-l anx Xeries C Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 such series of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 such series of Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate.

Reservation of Stock Issuable Upon Conversion. The Corporation This --------------------------------------------- corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 A Preferred Stock such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 A Preferred Stock, the Corporation this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Voting Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 C Preferred Stock such number of its shares of Voting Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 C Preferred Stock; and and, if at any time the number of authorized but unissued shares of Voting Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 C Preferred Stock, in addition to such other remedies as shall be available to the holder of such shares of Series B-1 C Preferred Stock, the Corporation will use its best efforts to take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Voting Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation shall use its best efforts at all times to reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock B Preferred, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 Preferred StockB Preferred; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then then-outstanding shares of the Series B-1 Preferred StockB Preferred, in addition to such other remedies as shall be available to the holder holders of such Series B-1 Preferred StockB Preferred, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The This Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred A Stock, Series B Stock and Series C Stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 Preferred A Stock, Series B Stock and Series C Stock; and if at any time the number of authorized authorized, but unissued unissued, shares of Common Stock shall not be sufficient to effect the conversion of all then then-outstanding shares of the Series B-1 Preferred A Stock or the Series B Stock or the Series C Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stockstock, the this Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized authorized, but unissued unissued, shares of Common Stock to such number of shares as shall be sufficient for such purposes, without the necessity of any stockholder vote or approval.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized authorized, but unissued unissued, shares of Common Stock common stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock preferred stock, such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible common stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 Preferred Stock; preferred stock and to effect the exercise of all rights, warrants, and options to purchase common stock, and if at any time the number of authorized authorized, but unissued unissued, shares of Common Stock common stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stockstock, in addition to and such other remedies as shall be available to the holder of such Series B-1 Preferred Stockconvertible stock or securities and rights, warrants, and options, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock common stock to such number of shares as shall be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The Solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, the Corporation shall at all times times, subject to the conditions described in Section 3(a), reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock Stock, such number of its shares of its Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 B Preferred Stock, the Corporation will take such corporate action as mayas, in the opinion of its counselcounsel to the Corporation, may be necessary and authorized to increase its authorized but unissued shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient for such purposes.. Asset Purchase Agreement

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of the Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 A Convertible Preferred Stock Stock, such number of its shares of the Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 A Convertible Preferred Stock; , and if at any time the number of authorized but unissued shares of the Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 A Convertible Preferred Stock, in addition to such other remedies as shall be available to the holder holders of such the Series B-1 A Convertible Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, counsel be necessary to increase its authorized but unissued shares of the Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, the Corporation shall at all times times, subject to the conditions described in Section 3(a), reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock Stock, such number of its shares of its Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 B Preferred Stock, the Corporation will take such corporate action as mayas, in the opinion of its counselcounsel to the Corporation, may be necessary and authorized to increase its authorized but unissued shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 D Convertible Preferred Stock , such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 D Convertible Preferred Stock; and if . If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 D Convertible Preferred Stock, the Corporation will shall, at the request of any holder of Series D Convertible Preferred Stock, take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposespurpose.

Reservation of Stock Issuable Upon Conversion. The Corporation Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting the conversion of the shares of the Series B-1 C Convertible Preferred Stock Stock(taking into account the adjustments required by this Section 6), such number of its shares of Common Stock or other securities into which the Series B-1 Preferred Stock is then convertible as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B-1 C Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B-1 C Convertible Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred StockHolders, the Corporation will Company will, as soon as is reasonably practicable, take all such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.