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

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series 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 Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A Preferred Stock, the 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 purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock and Class B Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Class A Common Stock and Class B Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock or Class B Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A such Preferred Stock, the Company Corporation will 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 B 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 the this Restated Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A D Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A D Preferred StockStock (without regard to any limitations on the conversion of the Series D Preferred Stock contained in this Certificate of Designation); 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 A D Preferred Stock, in addition to such other remedies as shall be available to the holder holders of such Series A D Preferred Stock, the Company 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, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to of the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock, Series B Preferred Stock and Series C 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 A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A such Preferred Stock, the Company 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, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred StockPreferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; and if 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 A Preferred StockPreferred, in addition to such other remedies as shall be available to the holder of such Series A Preferred StockPreferred, the 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, including, including without limitation, engaging in best commercially reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate these Restated Articles of Incorporation, and shall not, until such . Before taking any action is taken to increase which would cause an adjustment reducing any Series Preferred Conversion Price below the authorized but unissued then par value of the shares of Common Stock to such number issuable upon conversion of shares as shall the Series Preferred, the Company will take any corporate action which may, in the opinion of its counsel, be sufficient for such purpose, necessary in order that the Company may validly and legally issue any fully paid and nonassessable shares of Common StockStock at such adjusted Series Preferred Conversion Price.

Reservation of Stock Issuable Upon Conversion. The Company 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 A D Preferred Stock, such the number of its shares of Common Stock as shall from time to time that would be sufficient to effect the conversion of issuable if all then outstanding shares of Series A D Preferred Stock; and if Stock were converted. If at any time the number of authorized but and unissued shares of Common Stock that are reserved for issuance upon conversion of the shares of Series D Preferred Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A D Preferred Stock, the Company 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 taking appropriate board action, recommending such an increase to the holders of Common Stock, holding stockholders meetings, soliciting votes and proxies in best efforts favor of such increase to obtain the requisite stockholder approval and upon such approval, the Corporation shall reserve and keep available such additional shares solely for the purpose of any necessary amendment to effecting the Certificate conversion of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common the Series D Preferred Stock.

Reservation of Stock Issuable Upon Conversion. The Company Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Conversion Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Conversion Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A such Preferred Stock; and if at any time the number of authorized but unissued shares of Common Conversion Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A such Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A such Preferred Stock, the Company 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 Conversion 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 the this Certificate of Incorporation. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall not, until take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action is taken to increase which would cause the number of authorized but unissued shares of Common Conversion Stock to such be less than the number of such shares as shall required to be sufficient reserved hereunder for such purpose, issue any shares issuance upon conversion of Common the Preferred Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A B Preferred Stock, Series C Preferred Stock and Series M Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A B Preferred Stock, Series C 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 the outstanding shares of the Series A B Preferred Stock, Series C Preferred Stock and Series M Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A such shares of Preferred Stock, the Company 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, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock, Series B Preferred Stock and Series C 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 A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the Company Series B Preferred Stock or Series C Preferred Stock, 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, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 this Debenture and payment of interest by issuance of shares of the Series A Preferred Common Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding this Debenture and payment of interest by issuance of shares of Series A Preferred Common 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 this Debenture and payment of interest by issuance of shares of Series A Preferred Common Stock, in addition to such other remedies as shall be available to the holder of Series A Preferred Stockthis Debenture, the 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 purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder shareholder approval of any necessary to file an amendment to the Certificate charter of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common StockCompany.

Reservation of Stock Issuable Upon Conversion. The Company Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Class B Common Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred such Class B Common Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Preferred such Class B Common Stock, in addition to such other remedies as shall be available to the holder of Series A Preferred such Class B Common Stock, the Company Corporation will 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 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 the Certificate this certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stockincorporation.

Reservation of Stock Issuable Upon Conversion. The Company 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 A B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred 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 A B Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A such Preferred Stock, the 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 purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder shareholder approval of any necessary amendment to the this Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series 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 Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the Company 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 the Certificate Articles of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A C Convertible Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A 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 A C Convertible Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A such Preferred Stock, the Company 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 the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stockamended.

Reservation of Stock Issuable Upon Conversion. The Company shall at ----------------------------------------------- all times on and after the Financing, reserve and keep available out of from its authorized but and unissued shares of Series B Preferred Stock (and shares of Common StockStock issuable upon conversion thereof), solely for the purpose of effecting the conversion of the shares of the Series A Preferred StockNote, such number of its shares of Series B Preferred Stock (and shares of Common Stock issuable upon conversion thereof), as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stockthe Note; and if at any time the number of authorized but unissued shares of Series B Preferred Stock (or shares of its Common Stock issuable upon conversion thereof), shall not be sufficient to effect the conversion of all then the entire outstanding shares principal amount of Series A Preferred Stockand accrued interest on this Note, in addition to such other remedies as shall be available to the holder Holder of Series A Preferred Stockthis Note, the Company will use its commercially reasonable efforts to promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series B Preferred (and shares of its Common Stock issuable upon conversion thereof), 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 the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company From and after the date on which the Corporation's certificate of incorporation is amended to increase the number of authorized shares of Common Stock to at least 250,000,000 shares, 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 A Y Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Y 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 A Y Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Y Preferred Stock, the Company 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 shareholder approval of any necessary amendment to the this Series Y Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares Designation or its certificate of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stockincorporation.

Reservation of Stock Issuable Upon Conversion. The Company shall has reserved and kept available, and at all times shall reserve and keep available available, out of its authorized but unissued shares of Series G Preferred Stock and Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stockthis Note, such number of its shares of Series G Preferred Stock (and shares of its Common Stock for issuance on conversion of such Series G Preferred Stock) or Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stockthis Note; and if at any time the number of authorized but unissued shares of Series G Preferred Stock (and shares of its Common Stock for issuance on conversion of such Series G Preferred Stock) or Common Stock shall not be sufficient to effect the conversion of all then the entire outstanding shares principal amount of Series A Preferred Stockthis Note, in addition to without limitation of such other remedies as shall be available to the holder of Series A Preferred Stockthis Note, the Company will shall use its reasonable 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 Series G Preferred Stock (and shares of its Common Stock for issuance on conversion of such Series G Preferred Stock) or 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 the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series 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 A Preferred Stock, in addition to such other remedies as shall be available to the holder holders of such Series A Preferred Stock, the Company 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, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the this Restated Certificate of Incorporation, and shall not, until such action is taken as it may be amended or restated from time to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stocktime.

Reservation of Stock Issuable Upon Conversion. The Company shall, ------------------------------------------------- prior to conversion of this Note into Series C Preferred Stock, reserve and keep available out of its authorized but unissued shares of Series C Preferred Stock solely for the purpose of effecting the conversion of the Note such number of its shares of Series C Preferred Stock as shall from time to time be sufficient to effect the conversion of the Note. The Company 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 A Preferred Stock, such number of its shares of duly authorized Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A C Preferred Stock; and if Stock into Common Stock in accordance with its Articles. If at any relevant time the number of authorized but unissued shares of Series C Preferred Stock (and shares of Common Stock for issuance on conversion of such Series C Preferred Stock) shall not be sufficient to effect the conversion of all then the entire outstanding shares principal amount of Series A Preferred Stockthis Note, in addition to such other remedies as shall be available to the holder of Series A Preferred Stockthis Note, the Company will use its reasonable efforts to forthwith take such corporate action as may, in the opinion of its counsel, may be necessary to increase its authorized but unissued shares of Series C Preferred Stock (and shares of its Common Stock for issuance on conversion of such Series C Preferred 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 the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stockcommon stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock its common stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock the Company's common stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the 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 common stock to such number of shares as shall be sufficient for such purposes, including, without limitation, including engaging in best efforts to obtain the requisite stockholder shareholder approval of any necessary amendment to the Certificate Company's Articles of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred, Series B Preferred Stockand Series B-1 Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred, Series B Preferred Stockand Series B-1 Preferred; and if at any any 11. 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 Series A Preferred, Series B Preferred Stock, in addition to such other remedies as shall be available to the holder of and Series A Preferred StockB-1 Preferred, the Company 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 stockholder approval of any necessary amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued . All shares of Common Stock to which are issuable upon such number conversion shall, when issued, be duly and validly issued, fully paid and nonassessable and free of shares as shall be sufficient for such purposeall taxes, issue any shares of Common Stockliens and charges.

Reservation of Stock Issuable Upon Conversion. The Company shall agrees to reserve and at all times reserve and keep available out solely for purposes of its conversion of the Notes, such number of authorized but unissued shares of Common StockStock that is at least equal to the Maximum Amount (as defined in the Notes), solely for which number may be reduced by the purpose number of effecting the Common Shares actually delivered pursuant to conversion of the shares Notes under the terms thereof and shall be appropriately adjusted for any stock split, reverse split, stock dividend or reclassification of the Series A Preferred Common Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A 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 the then outstanding Notes into the Maximum Amount of shares of Series A Preferred Stock, in addition to such other remedies Common Stock (as shall be available to the holder of Series A Preferred Stockso reduced and adjusted), the 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, including, including without limitation, limitation engaging in best efforts to obtain the requisite stockholder approval shareholder approval. If at any time the number of any necessary amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock is not sufficient to such number effect the conversion of shares as outstanding Notes into the Maximum Amount of Common Shares, the Investors shall be sufficient for such purposeentitled to, issue any shares of Common Stockinter alia, the premium price redemption rights provided in the Registration Rights Agreement.

Reservation of Stock Issuable Upon Conversion. The Company 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 B Preferred Stock, Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A 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 A B Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A B Preferred Stock, the Company 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 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 . Notwithstanding anything contained herein to the Certificate of Incorporation, and shall notcontrary, until such action is taken to increase time as the authorized but unissued shares of Common Stock are sufficient to such number permit the full conversion of shares as the outstanding Series A Preferred Stock and Series B Preferred Stock, the Series B Preferred Stock shall not be sufficient for such purpose, issue any convertible into shares of Common StockStock to the extent that there are not sufficient shares to permit such conversion.

Reservation of Stock Issuable Upon Conversion. The Company shall, -------------------------------------------------- prior to conversion of this Note into Series C Preferred Stock, reserve and keep available out of its authorized but unissued shares of Series C Preferred Stock solely for the purpose of effecting the conversion of the Note such number of its shares of Series C Preferred Stock as shall from time to time be sufficient to effect the conversion of the Note. The Company 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 A Preferred Stock, such number of its shares of duly authorized Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A C Preferred Stock; and if Stock into Common Stock in accordance with its Articles. If at any relevant time the number of authorized but unissued shares of Series C Preferred Stock (and shares of Common Stock for issuance on conversion of such Series C Preferred Stock) shall not be sufficient to effect the conversion of all then the entire outstanding shares principal amount of Series A Preferred Stockthis Note, in addition to such other remedies as shall be available to the holder of Series A Preferred Stockthis Note, the Company will use its reasonable efforts to forthwith take such corporate action as may, in the opinion of its counsel, may be necessary to increase its authorized but unissued shares of Series C Preferred Stock (and shares of its Common Stock for issuance on conversion of such Series C Preferred 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 the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; , Series B Preferred Stock and Series C Preferred Stock and if at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A B Preferred Stock and Series C Preferred Stock, the Company 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 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 the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purpose, issue including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any shares necessary amendment to these Articles of Common StockIncorporation.

Reservation of Stock Issuable Upon Conversion. The Company Subject to the approval of the holders of Common Stock of an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Corporation to not less than 60,000,000 shares, 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 A B Junior Convertible Preferred Stock, such number of its 3,500,000 shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock; and if . If at any time the number of authorized but and unissued shares of Common Stock that are reserved for issuance upon conversion of the shares of Series B Junior Convertible Preferred Stock, shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A B Junior Convertible Preferred Stock, the Company 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 taking appropriate board action, recommending such an increase to the holders of Common Stock, holding shareholders meetings, soliciting votes and proxies in best efforts favor of such increase to obtain the requisite stockholder approval and upon such approval, the Corporation shall reserve and keep available such additional shares solely for the purpose of any necessary amendment to effecting the Certificate conversion of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common the Series B Junior Convertible Preferred Stock.

Reservation of Stock Issuable Upon Conversion. The Company Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class B Common Stock, and Common Stock solely for the purpose of effecting the conversion of the shares of the Series A Preferred B and subsequent exchange of the Class B Common into shares of Common Stock, such number of its shares of Class B Common and Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred B and subsequent exchange of Class B Common into Common Stock; and if at any time the number of authorized but unissued shares of Class B or Common Stock Stock, as the case may be, shall not be sufficient to effect the conversion and exchange of all then outstanding shares of the Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A Preferred StockB, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class B or Common Stock to such number of shares Stock, as shall be sufficient for such purposesthe case may be, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue including without limitation using its best efforts to obtain the requisite shareholder approval for any shares necessary amendment to its Amended and Restated Certificate of Common StockIncorporation.

Reservation of Stock Issuable Upon Conversion. The Company From and after the date that the Corporation consummates a four to one reverse stock split, 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 A D2 Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of such series of Series A D2 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 Series A D2 Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A D2 Preferred Stock, the Company 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 (i) obtain the requisite stockholder approval of any necessary amendment to the Certificate Charter of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common StockCorporation or (ii) consummate a reverse stock split.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred, Series B Preferred Stockand Series B-1 Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred, Series B Preferred Stockand Series B-1 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 Series A Preferred, Series B Preferred Stock, in addition to such other remedies as shall be available to the holder of and Series A Preferred StockB-1 Preferred, the Company 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 stockholder approval of any necessary amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued . All shares of Common Stock to which are issuable upon such number conversion shall, when issued, be duly and validly issued, fully paid and nonassessable and free of shares as shall be sufficient for such purposeall taxes, issue any shares of Common Stockliens and charges.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; 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 Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A Preferred Stock, the Company 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 stockholder approval of any necessary amendment to its Certificate of Incorporation. For the purpose of increasing the number of shares of Common Stock authorized to provide enough Common Stock to fully convert the Series A Preferred Stock, the Series A Preferred Stock shall vote in favor of such amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred StockPreferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; and if 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 A Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A Preferred StockPreferred, the 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. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, includingMARKED BY BRACKETS, without limitationHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common StockAS AMENDED.

Reservation of Stock Issuable Upon Conversion. The Company 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 this Debenture and payment of interest by issuance of shares of the Series A Preferred Common Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding this Debenture and payment of interest by issuance of shares of Series A Preferred Common 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 this Debenture and payment of interest by issuance of shares of Series A Preferred Common Stock, in addition to such other remedies as shall be available to the holder of Series A Preferred Stockthis Debenture, the 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 purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder shareholder approval of any necessary to file an amendment to the Certificate charter of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.Company. Initials Initials

Reservation of Stock Issuable Upon Conversion. The Company This Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock and Series A Preferred Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock or Series A Preferred Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock or Series A Preferred Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the Company 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 or Series A Preferred 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 shareholder approval of any necessary amendment to this Certificate of Designation or the Restated Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series 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 A Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A such Preferred Stock, the Company 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, including, without limitation, engaging in best efforts to obtain the requisite stockholder shareholder approval of any necessary amendment to the this Restated Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company (i) Series A Stock. This corporation shall at all times reserve -------------- and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, then in addition to such other remedies as shall be available to the holder holders of such Series A Preferred Stock, the Company 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 Class A 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 the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stockthese articles.

Reservation of Stock Issuable Upon Conversion. The Company 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 A B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A B Preferred StockStock (without regard to any limitations on the conversion of the Series B Preferred Stock contained in this Certificate of Designation); 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 A B Preferred Stock, in addition to such other remedies as shall be available to the holder holders of such Series A B Preferred Stock, the Company 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, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to of the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company --------------------------------------------- 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 A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A 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 Series A such series of Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A such Preferred Stock, the Company 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 the this Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The After the initial issuance and sale by the Company of Series D Preferred Stock, the Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Series D Preferred Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stockthis Note, such number of its shares of Common Series D Preferred Stock (and shares of its common stock for issuance on conversion of such preferred stock) as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stockthe Note; and if at any time after the initial issuance and sale by the Company of Series D Preferred Stock the number of authorized but unissued shares of Common Series D Preferred Stock (and shares of its common stock for issuance on conversion of such preferred stock) shall not be sufficient to effect the conversion of all then the entire outstanding shares principal amount of Series A Preferred Stockthis Note, in addition to without limitation of such other remedies as shall be available to the holder of Series A Preferred Stockthis Note, the Company 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 Common Series D Preferred Stock (and shares of its common stock for issuance on conversion of such preferred 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 the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 A B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A 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 Series A B Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A B Preferred Stock, the 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 purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate certificate of Incorporationincorporation of the Corporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stockamended.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series 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 Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of the Series A Preferred Stock, the 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 purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the its Amended Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stock.

Reservation of Stock Issuable Upon Conversion. The Company 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 Class A Senior Convertible Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series the Class A Senior 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 Series the Class A Senior Convertible Preferred Stock, in addition to such other remedies as shall be available to the holder of Series the Class A Senior Convertible Preferred Stock, the Company 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 the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stockthese provisions.

Reservation of Stock Issuable Upon Conversion. The Company 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 A Preferred Stock and Series B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series 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 A Preferred Stock and Series B Preferred Stock, in addition to such other remedies as shall be available to the holder of Series A such Preferred Stock, the Company 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, including, without limitation, engaging in best efforts to obtain the requisite stockholder shareholder approval of any necessary amendment to the Certificate of Incorporation, and shall not, until such action is taken to increase the authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, issue any shares of Common Stockthese articles.