Common use of Reservation of Warrant Shares Clause in Contracts

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and otherwise unreserved issued Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. The Warrant Agent shall have no duty to verify availability of such shares set aside by the Company. The Company or, if appointed, the transfer agent for the Common Stock (the “Transfer Agent”) and every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon the exercise of any of the Warrants will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon the exercise of the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company will supply such Transfer Agent with duly executed certificates for such purposes and will provide or otherwise make available any cash which may be necessary to effect the exercise payable as provided in Section 12 hereof. The Company will furnish such Transfer Agent a copy of all this Warrant notices of adjustments and certificates related thereto, transmitted to each holder pursuant to Section 13 hereof. Before taking any action which would cause an adjustment pursuant to Section 11 hereof to reduce the Exercise Price below the then par value (without regard to any limitations on exercise contained hereinif any) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share FailureWarrant Shares, the Company shall hold a meeting will take any commercially reasonable corporate action which may, in the opinion of its stockholders for counsel (which may be counsel employed by the approval of an increase Company), be necessary in the number of authorized shares of Common Stock. In connection with such meeting, order that the Company shall provide each stockholder may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. The Company covenants that all Warrant Shares which may be issued upon exercise of Warrants will, upon payment of the Exercise Price therefor and issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend respect to the stockholders that they approve such proposalissue thereof.

Reservation of Warrant Shares. The Following the filing of the Amendment (as ----------------------------- defined below), the Company covenants that it will at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and otherwise unreserved issued Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrant, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of this Warrant. It is understood that after reserving the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment conversion of the applicable Exercise Price Preferred Stock issuable in accordance with the Maximum Offering (as such terms hereofare defined in the Agency Agreement), be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve authorized and available for issuance upon exercise of this Warrant at least a and therefore intends to increase the number of shares of Common Stock equal it is authorized to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the issue. The Company shall immediately take all action necessary use its reasonable best efforts to seek stockholder approval of and an amendment to its certificate of incorporation to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common StockStock so that the Company may legally issue the Warrant Shares. In connection with such meetingThe Company or, if appointed, the Company shall provide each stockholder with a proxy statement Transfer Agent for the Common Stock (the "Transfer Agent") and shall use its best efforts every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid will be irrevocably authorized and directed at all times to solicit its stockholders’ approval reserve such number of such increase in authorized shares as shall be required for such purpose. The Company will keep a copy of Common Stock this Warrant on file with the Transfer Agent and to cause its board with every subsequent transfer agent for any shares of directors to recommend the Company's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto transmitted to the stockholders Holder pursuant to Section 2.6 hereof. The Company covenants that they approve such proposalall Warrant Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 19). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will take at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to assure that such shares protect the rights of Common Stock may be issued Holder as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not set forth in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrantagainst impairment. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will (i) not increase the par value of its stockholders for any Warrant Shares above the approval of an increase in the number of authorized shares of Common Stock. In connection with amount payable therefor upon such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts exercise immediately prior to solicit its stockholders’ approval of such increase in authorized shares par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of Common Stock this Warrant and (iii) use commercially reasonable efforts to cause obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its board of directors to recommend to the stockholders that they approve such proposalobligations under this Warrant.

Reservation of Warrant Shares. 9.1 The Company covenants that it will shall at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued ordinary shares or its authorized and otherwise unreserved Common Stockissued ordinary shares held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the maximum number of ordinary shares of Common Stock which are may then issuable and be deliverable upon the exercise of this entire Warrantall outstanding Warrants. The Warrant Agent is not required to verify availability of such shares set aside by the Company. 9.2 The Company or, free from preemptive or if appointed, the transfer agent for the ordinary shares (the “Transfer Agent”) and every subsequent transfer agent for any other contingent purchase rights ordinary shares of Persons other than the Holder (taking into account Company issuable upon the adjustments exercise of any of the Warrants is hereby irrevocably authorized and restrictions in Section 2). Such reservation directed at all times to reserve such number of authorized shares as shall comply with the provisions of Section 1be required for such purpose. The Company covenants that all shall keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any ordinary shares of Common Stock so the Company issuable and deliverable shall, upon issuance and the payment exercise of the applicable Exercise Price Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessableof this Agreement. The Company will take all shall supply such actions as may be necessary to assure that Transfer Agent with duly executed certificates for such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listedpurposes. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the The Company does not have shall furnish such Transfer Agent a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise copy of all this Warrant notices of adjustments and certificates related thereto, transmitted to each holder pursuant to Section 13 hereof. 9.3 Before taking any action which would cause an adjustment pursuant to Section 11 hereof to reduce the Exercise Price below the then par value (without regard to any limitations on exercise contained hereinif any) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share FailureWarrant Shares, the Company shall hold a meeting take any commercially reasonable corporate action which may, in the opinion of its stockholders for counsel (which may be counsel employed by the approval of an increase Company), be necessary in the number of authorized shares of Common Stock. In connection with such meeting, order that the Company shall provide each stockholder may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. 9.4 The Company shall, upon exercise of Warrants and payment of the Exercise Price therefor, issue Warrant Shares that are fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend respect to the stockholders that they approve such proposalissue thereof.

Reservation of Warrant Shares. The There have been reserved, and the Company covenants that it will shall at all times reserve and keep available reserve, out of the aggregate of its authorized but and unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the that number of shares of Common Stock which are then sufficient at all times to provide for the full exercise of the Warrant. The transfer agent for the Common Stock and every subsequent transfer agent (“Transfer Agent”) for any shares of the Company’s capital stock issuable and deliverable upon the exercise of the Warrant will be and are hereby irrevocably authorized and directed at all times until 5:00 p.m. Pacific Time on the Expiration Date to reserve such number of authorized shares as shall be requisite for such purpose. The Company will keep a copy of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply Agreement on file with the provisions Transfer Agent for any shares of Section 1the Company’s capital stock issuable upon the exercise of the Warrant. The Company covenants that the issuance, sale and delivery of the Warrant in accordance with this Agreement, and the issuance, sale and delivery of the Warrant Shares upon exercise of the Warrant have been duly authorized by all necessary corporate action on the part of the Company. Sufficient authorized but unissued shares of Common Stock have been reserved by all necessary corporate action in connection with the prospective exercise of the Warrant. The Company covenants that all shares Warrant Shares which may be issued upon exercise of Common Stock so issuable and deliverable shallWarrant will, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, this Agreement be duly and validly authorized, issued validly issued, fully paid, nonassessable, and fully paid free of and nonassessablefrom all preemptive or stock purchase rights, taxes, liens, charges, pledges, mortgages, security interests, and other encumbrances or claims of any kind with respect thereto except as created by such Holder. The Company will take all supply the Transfer Agent with duly executed stock certificates for such actions as purpose and will provide or otherwise make available any cash which may be necessary to assure that such shares of Common Stock may be issued payable as provided herein without violation in Section 6(d) of any applicable law or regulation, or this Agreement. The Company will furnish to such Transfer Agent a copy of any requirements all notices of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoingadjustments, and not certificates related thereto, transmitted to each Holder. Any Warrant surrendered in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this the rights thereby evidenced shall be, subject to the issuance of replacement Warrant (without regard for the Warrant Shares not exercised at such time pursuant to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”Section 2(c), then the Company shall immediately take all action necessary to increase canceled by the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. 9.1 The Company covenants that it will shall at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued common stock or its authorized and otherwise unreserved Common Stockissued common stock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock common stock which may then be deliverable upon the exercise of all outstanding Warrants. The Warrant Agent is not required to verify availability of such shares set aside by the Company. 9.2 The Company or, if appointed, the transfer agent for the common stock (the “Transfer Agent”) and every subsequent transfer agent for any shares of the Company’s common stock issuable upon the exercise of any of the Warrants is hereby irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company shall keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company’s common stock issuable upon the exercise of the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time be necessary from such Transfer Agent the stock certificates required to effect honor outstanding Warrants upon exercise thereof in accordance with the exercise terms of this Agreement. The Company shall supply such Transfer Agent with duly executed certificates for such purposes. The Company shall furnish such Transfer Agent a copy of all this Warrant notices of adjustments and certificates related thereto, transmitted to each holder pursuant to Section 13 hereof. 9.3 Before taking any action which would cause an adjustment pursuant to Section 11 hereof to reduce the Exercise Price below the then par value (without regard to any limitations on exercise contained hereinif any) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share FailureWarrant Shares, the Company shall hold a meeting take any commercially reasonable corporate action which may, in the opinion of its stockholders for counsel (which may be counsel employed by the approval of an increase Company), be necessary in the number of authorized shares of Common Stock. In connection with such meeting, order that the Company shall provide each stockholder may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. 9.4 The Company shall, upon exercise of Warrants and payment of the Exercise Price therefor, issue Warrant Shares that are fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend respect to the stockholders that they approve such proposalissue thereof.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 19). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price (or notice of a Cashless Exercise) in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains any of the Warrants (as defined in the Securities Purchase Agreement) remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) of the Warrants then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately as promptly as practicable thereafter take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon promptly as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board Board of directors Directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. (a) The Company covenants that it will at all times after the Exercisability Date reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with without regard to the provisions of Section 11(d). The Company covenants that all shares of Common Stock so issuable and deliverable shallshall be, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, validly issued and fully paid and nonassessable. The Company will take all such actions as may be reasonably necessary to assure ensure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If. (b) Following the Issuance Date, notwithstanding the foregoing, Company covenants and not in limitation thereofagrees that it will use reasonable best efforts to obtain approval by the Company’s stockholders, at any time while this Warrant remains outstanding the Company does not have a sufficient number first meeting of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to stockholders following the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”)Issuance Date, then which the Company shall immediately take all action necessary use best efforts to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, hold as soon as practicable after the date of Issuance Date, but not later than 75 days from the occurrence Issuance Date (which shall be extended to 120 days from the Issuance Date in the event that the Company receives comments to the preliminary proxy statement for such meeting from the Securities and Exchange Commission), of an Authorized Share Failure, but in no event later than sixty (60) days after amendment to the occurrence Company’s certificate of such Authorized Share Failure, incorporation increasing the Company shall hold a meeting of its stockholders for the approval of an increase in the aggregate number of authorized shares of Common Stock such that the Company shall have sufficient authorized but unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, without regard to the provisions of Section 1(d) (the “Proposal”). In connection with The Company covenants and agrees that its Board of Directors shall unanimously recommend that the Proposal be approved by the Company’s stockholders at all meetings in which such meetingProposal is considered and promptly file the necessary amendments to the Company’s certificate of incorporation after the Proposal is approved. If the Company’s stockholders do not approve such Proposal at the first meeting in which it is voted on by stockholders, the Company shall provide each stockholder with a proxy statement covenants and shall use its best efforts to solicit its stockholders’ agrees that it will submit the Proposal for approval of the Company’s stockholders at least annually until such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalapproval is obtained.

Reservation of Warrant Shares. The Company covenants that it will at (a) all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Preferred Stock, solely for the purpose of enabling it to issue Warrant Preferred Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock Warrant Preferred Shares which are then issuable and deliverable upon the exercise of this entire Warrant, and out of its authorized but unissued Common Stock, solely for the purpose of enabling it to issue shares of Common Stock upon conversion of the Warrant Preferred Shares, the number of shares of Common Stock into which all unconverted Warrant Preferred Shares are convertible, each free from preemptive rights or any other contingent purchase rights of Persons persons other than the Holder (taking into account the adjustments provided herein), and restrictions in Section 2). Such reservation shall comply with (b) take all action that may be necessary or appropriate (including without limitation exercising its best efforts to obtain shareholder approval) to increase the provisions authorized number of Section 1. The Company covenants that all shares of Common Stock if necessary to permit such conversion. All Warrant Preferred Shares that shall be so issuable and deliverable deliverable, and all Common Stock into which such Warrant Preferred Shares are convertible, shall, upon issuance and the payment of the applicable Exercise Warrant Price in accordance with the terms hereof, or upon conversion of the Warrant Preferred Shares in accordance with the terms thereof, as the case may be, be duly and validly authorized, issued and fully paid and nonassessable. The Company , and free from all taxes, liens, claims and encumbrances and will take all such actions not be subject to preemptive rights or other similar rights of shareholders of the Company, other than (i) restrictions on transferability as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulationunder federal and state securities laws, or of any requirements of any securities exchange or automated quotation system upon which (ii) those created by the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalHolder.

Reservation of Warrant Shares. (a) The Company covenants that it will shall ----------------------------- use its best efforts to at all times reserve and keep available reserved out of the aggregate of its authorized but and unissued and otherwise unreserved shares of Common Stock, solely Stock or shares of Common Stock held in its treasury a number of shares of Common Stock sufficient to provide for the purpose exercise in full of enabling it all Warrants then outstanding or reserved for issuance pursuant to issue Warrant Shares upon exercise Section 2.1. The registrar for the Common Stock (the "Registrar") shall at all times until the Termination Date, or the time at which all Warrants have been exercised or cancelled, reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Warrant Agreement on file with the Registrar. The Company will supply such Registrar with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be payable as herein providedprovided in Section 3.6. The Company will furnish to such Registrar a copy of all notices of adjustments and certificates related thereto transmitted to each Holder. (b) If, upon the Triggering Event, the number of shares of Common Stock which are then issuable and deliverable upon authorized but not issued plus the number of shares of Common Stock held in the Company's treasury is less than the number of shares of Common Stock necessary to permit the exercise in full of this entire Warrantthe Warrants then outstanding or reserved for issuance pursuant to Section 2.1 (the number of shares of Common Stock comprising such deficiency being the "Number of Shortfall Shares"), free from preemptive then the Company shall either (i) to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, commence a tender offer for the aggregate number of shares of Common Stock at least equal to the Number of Shortfall Shares or any other contingent purchase rights (ii) call a special meeting of Persons other than the Holder holders of Common Stock for the purpose of increasing the number of authorized shares of Common Stock in an amount at least equal to the Number of Shortfall Shares. In such an event, the Warrant Exercise Period shall be automatically extended to 60 calendar days after (taking into account a) the adjustments and restrictions date on which the tender offer referred to in Section 2). Such reservation shall comply with clause (i) above is successfully completed or (b) the provisions effective date of Section 1. the increase in the number of authorized shares of Common Stock referred to in clause (ii) above. (c) The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock which may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number Warrants will, upon issue, be fully paid, nonassessable, free of shares of Common Stock equal preemptive rights, free from all taxes and free from all liens, charges and security interests, created by or through the Company, with respect to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalissue thereof.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock (the “Required Reserve Amount”) equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately promptly take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) 90 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and use commercially reasonable efforts to cause its board of directors to recommend to the stockholders that they approve such proposal. The Company shall not (i) effect any subdivision (by way of stock split, stock dividend, recapitalization or otherwise) of its outstanding Common Stock into a greater number of shares of Common Stock which would result, pursuant to Section 2(a) (without giving effect to Section 2(b)), or (ii) take any action which would require an adjustment of the Exercise Price under Section 2(b) which would result, in each case, in a reduction of the Exercise Price below the par value of the shares of Common Stock then in effect unless on or prior to such subdivision or action the par value of such shares of Common Stock is reduced to the extent necessary (or another adjustment reasonably acceptable to the Required Holders and the Company is made) to permit the adjustments under Section 2(a) or Section 2(b), as applicable, which would otherwise be made in connection therewith, but for the restriction of Section 2(j), and to permit the Warrants to be exercised into Warrant Shares that are fully paid after giving effect to such adjustments.

Reservation of Warrant Shares. The Company covenants that it will at all times will, from and after the Initial Exercise Date while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights Purchase Rights (as defined below) of Persons other than the Holder (taking into account the adjustments and restrictions in of Section 29). Such reservation shall comply with The failure of the provisions Company to reserve and keep available out of Section 1. the aggregate of its authorized but unissued and otherwise unreserved Common Stock a sufficient number of shares of Common Stock to enable it to issue Warrant Shares upon exercise of this Warrant as herein provided is referred to herein as an “Authorized Share Failure.” The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessablenon-assessable. The Company will take all such actions as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listedlisted or of any contract to which the Company or any of its subsidiaries is bound. IfThe Company further covenants that it will not, notwithstanding without the foregoingprior written consent of the Holder, and not in limitation thereof, increase the par value of the Common Stock at any time while this Warrant remains outstanding the Company does not have a sufficient number is outstanding. In furtherance of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for obligations set forth in this entire Warrant. Without limiting the generality of the foregoing sentenceSection 8, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty one hundred and eighty (60180) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC a definitive Information Statement on Schedule 14C, and such obligation shall be deemed satisfied on the 21st calendar day after such filing is accepted.

Reservation of Warrant Shares. The Company covenants that it will at all times after the Exercisability Date reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1Holder. The Company covenants that all shares of Common Stock so issuable and deliverable shallshall be, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, validly issued and fully paid and nonassessable. The Company will take all such actions as may be reasonably necessary to assure ensure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, The Company covenants that it will at all times reserve and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number keep available out of its authorized and unreserved unissued shares of Common Stock to satisfy its obligation to reserve for the sole purpose of issuance upon exercise conversion of this Warrant at least a the Common Stock not less than such aggregate number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect issuable upon the exercise conversion of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized outstanding shares of Common Stock. In connection with such meeting, the The Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid, non-assessable and to cause its board free and clear of directors to recommend to the stockholders that they approve such proposalall liens and other encumbrances.

Reservation of Warrant Shares. The Company covenants that it will If at such time of exercise of the Warrants QES has been converted into a corporation, then the converted QES shall at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and otherwise unreserved issued Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time that may then be necessary to effect deliverable upon the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”)outstanding Warrants, then the Company shall immediately take all action necessary to increase the Company’s authorized but such shares of Common Stock shall be subject to an amount sufficient to allow the Company terms and conditions of the Equity Rights Agreement if such agreement is then in effect. The converted QES or, if appointed, the transfer agent for the Common Stock and each transfer agent for any shares of the converted QES’ capital stock issuable upon the exercise of any of the Warrants (collectively, the “Transfer Agent”), will be irrevocably authorized and directed at all times to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares as shall be required for such purpose. QES shall keep a copy of Common Stockthis Agreement on file with any such Transfer Agent. In connection QES will supply any such Transfer Agent with duly executed certificates for such meetingpurposes and will provide or otherwise make available all other consideration that may be deliverable upon exercise of the Warrants. QES will furnish any such Transfer Agent a copy of all notices of adjustments and certificates related thereto, transmitted to each Holder pursuant to Section 12 hereof. Before taking any action that would cause an adjustment pursuant to Section 10 hereof to reduce the Company Exercise Price below the then par value (if any) of the Warrant Shares, QES shall provide each stockholder take any action that may, in the opinion of its counsel, be necessary in order that QES may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. QES covenants that all Warrant Shares and other capital stock issued upon exercise of Warrants will, upon payment of the Exercise Price therefor and issue thereof, be validly authorized and issued, fully paid, nonassessable, free of preemptive rights and free, subject to Section 6 hereof, from all taxes (other than income taxes), liens, charges and security interests with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend respect to the stockholders that they approve issue thereof, but such proposalWarrant Shares shall be subject to the terms and conditions of the Equity Rights Agreement if such agreement is then in effect.

Reservation of Warrant Shares. The Company covenants that it will will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights Purchase Rights (as defined below) of Persons other than the Holder (taking into account the adjustments and restrictions in of Section 29). Such reservation shall comply with The failure of the provisions Company to reserve and keep available out of Section 1. the aggregate of its authorized but unissued and otherwise unreserved Common Stock a sufficient number of shares of Common Stock to enable it to issue Warrant Shares upon exercise of this Warrant as herein provided is referred to herein as an “Authorized Share Failure.” The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessablenon-assessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listedlisted or of any contract to which the Company or any of its subsidiaries is bound. IfThe Company further covenants that it will not, notwithstanding without the foregoingprior written consent of the Holder, and not in limitation thereof, increase the par value of the Common Stock at any time while this Warrant remains outstanding the Company does not have a sufficient number is outstanding. In furtherance of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for obligations set forth in this entire Warrant. Without limiting the generality of the foregoing sentenceSection 8, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty ninety (6090) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC a definitive Information Statement on Schedule 14C, and such obligation shall be deemed satisfied on the 21st calendar day after such filing is accepted.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued Class A Common Stock or its authorized and otherwise unreserved issued Class A Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedthe Warrant, the maximum number of shares of Class A Common Stock which are may then issuable and be deliverable upon the exercise of this entire the Warrant. Following approval of the Stockholder Proposal, the Company will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued non-voting common stock for the purpose of enabling it to satisfy any obligation to issue such non-voting common stock upon exercise of the Warrant, the maximum number of shares of non-voting common stock which may then be deliverable upon the exercise of the Warrant. The transfer agent for the Class A Common Stock (the "Transfer Agent") and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the Warrant will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Warrant Certificate on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the Warrant. The Company will supply such Transfer Agent with duly executed certificates for such purposes and will provide or otherwise make available any other contingent purchase rights cash which may be payable as provided in Section 10. The Company will furnish such Transfer Agent a copy of Persons other than the Holder (taking into account the all notices of adjustments and restrictions in certificates related thereto transmitted to each holder pursuant to Section 2). Such reservation shall comply with the provisions of Section 111 hereof. The Company covenants that all shares of Common Stock so issuable and deliverable shall, Warrant Shares which may be issued upon issuance and the payment exercise of the applicable Exercise Price Warrant in accordance with the terms hereofof the Warrant Certificate will, upon payment of the Exercise Price therefor and issue, be duly validly authorized and validly authorizedissued, issued fully paid, nonassessable, free of preemptive rights and fully paid free from all taxes, liens, charges and nonassessablesecurity interests with respect to the issuance thereof. The Company will take no action to increase the par value of the Class A Common Stock to an amount in excess of the Exercise Price, and the Company will not enter into any agreements inconsistent with the rights of the Holder hereunder. The Company will use its best efforts to obtain all such actions authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding enable the Company does to perform its obligations hereunder. The Company shall not have take any action reasonably within its control, including the hiring of a sufficient number broker to solicit exercises, which would render unavailable an exemption from registration under the Securities Act which might otherwise be available with respect to the issuance of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance Warrant Shares upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Company covenants that it will shall at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and otherwise unreserved issued Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue the Warrant Shares upon exercise of this Warrant as herein providedthe Warrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. The Company or, if appointed, the transfer agent for the Common Stock and each transfer agent for any shares of the Company’s capital stock issuable upon the exercise of any of the Warrants (collectively, the “Transfer Agent”) will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company shall keep a copy of this Agreement on file with the Transfer Agent. The Company will supply the Transfer Agent with duly executed certificates for such purposes and will provide or otherwise make available all other consideration that may be deliverable upon exercise of the Warrants. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto, transmitted to each Holder pursuant to Section 11 hereof. Before taking any action which would cause an adjustment pursuant to Section 9 hereof to reduce the Exercise Price below the then par value of the Warrant Shares, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. The Company covenants that all the Warrant Shares and other capital stock issued upon exercise of the Warrants will, upon payment of the Exercise Price therefor and issue, be validly authorized and issued, fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action which may be necessary to increase or appropriate so that the Company’s authorized Common Stock issuable upon conversion of the Warrant Shares following an exercise of the Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of the same class of Common Stock to an amount sufficient to allow of the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalare then listed.

Reservation of Warrant Shares. (a) The Company covenants that it will use its best efforts to at all times keep reserved and available out of its authorized and unissued shares of Common Stock or shares of Common Stock held in its treasury a number of shares of Common Stock sufficient to provide for the exercise in full of all Warrants then outstanding or reserved for issuance pursuant to Section 2.1. The registrar for the Common Stock (the "Registrar") will at all times until the Termination Date, or the time at which all Warrants have been exercised or canceled, reserve and such number of authorized shares as will be required for such purpose. The Company will keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise a copy of this Warrant Agreement on file with the Registrar. The Company will supply such Registrar with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be payable as herein providedprovided in Section 3.6. The Company will furnish to such Registrar a copy of all notices of adjustments and certificates related thereto transmitted to each Holder. (b) If, upon the Trigger, the number of shares of Common Stock which are then issuable and deliverable upon authorized but not issued plus the number of shares of Common Stock held in the Company's treasury is less than the number of shares of Common Stock necessary to permit the exercise in full of this entire Warrantthe Warrants then outstanding or reserved for issuance pursuant to Section 2.1 (the number of shares of Common Stock comprising such deficiency being the "Number of Shortfall Shares"), free from preemptive then the Company will either (i) to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, commence a tender offer or any other contingent purchase rights buyback for the aggregate number of Persons other than shares of Common Stock at least equal to the Holder Number of Shortfall Shares or (taking into account ii) call a special meeting of the adjustments and restrictions holders of Common Stock for the purpose of increasing the number of authorized shares of Common Stock in Section 2)an amount at least equal to the Number of Shortfall Shares. Such reservation shall comply with In such an event, the provisions Warrant Exercise Period will be automatically extended to 60 calendar days after (A) the date on which the tender offer or buyback referred to in clause (i) above is successfully completed or (B) the effective date of Section 1. the increase in the number of authorized shares of Common Stock referred to in clause (ii) above. (c) The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number Warrants will, upon issue, be fully paid, nonassessable, free of shares of Common Stock equal preemptive rights, free from all taxes, liens, charges and security interests, created by or through the Company, with respect to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalissue thereof.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the a number of shares Warrant Shares equal to 250% of Common Stock the Required Minimum (as defined in the Exchange Agreement) which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 19). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will take at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to assure that such shares protect the rights of Common Stock may be issued Holder as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not set forth in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrantagainst impairment. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will (i) not increase the par value of its stockholders for any Warrant Shares above the approval of an increase in the number of authorized shares of Common Stock. In connection with amount payable therefor upon such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts exercise immediately prior to solicit its stockholders’ approval of such increase in authorized shares par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of Common Stock this Warrant and (iii) use commercially reasonable efforts to cause obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its board of directors to recommend to the stockholders that they approve such proposalobligations under this Warrant.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments in Sections 2 and restrictions in Section 23). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. (a) The Company covenants that it will shall ----------------------------- use its best efforts to at all times reserve and keep available reserved out of the aggregate of its authorized but shares of Common Stock or shares of Common Stock held in its treasury and unissued and otherwise unreserved a number of shares of Common Stock, solely Stock sufficient to provide for the purpose exercise in full of enabling it all Warrants then outstanding or reserved for issuance pursuant to issue Warrant Shares upon exercise Section 2.1. The registrar for the Common Stock (the "Registrar") shall at all times until the Termination Date, or the time at which all Warrants have been exercised or cancelled, reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Warrant Agreement on file with the Transfer Agent. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be payable as herein providedprovided in Section 3.6. The Company will furnish to such Transfer Agent a copy of all notices of adjustments and certificates related thereto transmitted to each Holder. (b) If, upon the Triggering Event, the number of shares of Common Stock which are then issuable and deliverable upon authorized but not issued plus the number of shares of Common Stock held in the Company's treasury is less than the number of shares of Common Stock necessary to permit the exercise in full of this entire Warrantthe Warrants then outstanding or reserved for issuance pursuant to Section 2.1 (the number of shares of Common Stock comprising such deficiency being the "Number of Shortfall Shares"), free from preemptive then the Company shall either (i) to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, commence a tender offer for the aggregate number of shares of Common Stock at least equal to the Number of Shortfall Shares or any other contingent purchase rights (ii) call a special meeting of Persons other than the Holder Common Stockholders for the purpose of increasing the number of authorized shares of Common Stock in an amount at least equal to the Number of Shortfall Shares. In such an event, the Warrant Exercise Period shall be automatically extended to 60 calendar days after the date on which either (taking into account a) the adjustments and restrictions tender offer referred to in Section 2). Such reservation shall comply with clause (i) above is successfully completed or (b) the provisions effective date of Section 1. the increase in the number of authorized shares of Common Stock referred to in clause (ii) above. (c) The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock which may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number Warrants will, upon issue, be fully paid, nonassessable, free of shares of Common Stock equal preemptive rights, free from all taxes and free from all liens, charges and security interests, created by or through the Company, with respect to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalissue thereof.

Reservation of Warrant Shares. The Company covenants that it will will, at all times while this Warrant is outstanding following Stockholder Approval and the filing of the Charter Amendment, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares or Pre-Funded Warrants upon exercise of this Warrant as herein provided, the number Number of shares of Common Stock which Warrant Securities that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights Purchase Rights (as defined below) of Persons persons other than the Holder (taking into account the adjustments and restrictions in of Section 29). Such reservation shall comply with The failure of the provisions Company to reserve and keep available out of Section 1. the aggregate of its authorized but unissued and otherwise unreserved Common Stock a sufficient number of shares of Common Stock to enable it to issue Warrant Shares upon exercise of this Warrant as herein provided is referred to herein as an “Authorized Share Failure.” The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessablenon-assessable. The Company will take all such actions as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed, or of any contract to which the Company or any of its subsidiaries is bound. IfThe Company further covenants that it will not, notwithstanding without the foregoingprior written consent of the Holder, and not in limitation thereof, increase the par value of the Common Stock at any time while this Warrant remains outstanding the Company does not have a sufficient number is outstanding. In furtherance of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for obligations set forth in this entire Warrant. Without limiting the generality of the foregoing sentenceSection 8, as soon as practicable after the date of the occurrence of an Authorized Share FailureFailure that occurs following Stockholder Approval and the filing of the Charter Amendment (as contemplated by Section 15), but in no event later than sixty (60) 120 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit the approval of its stockholders’ approval stockholders of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC a definitive Information Statement on Schedule 14C, and such obligation shall be deemed satisfied on the 21st calendar day after such filing is accepted.

Reservation of Warrant Shares. The (a) For the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the Company covenants that it will at all times through the Expiration Time, reserve and keep available out of the its aggregate of its authorized but unissued and otherwise unreserved or treasury shares of Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and Warrant Shares deliverable upon the exercise of all outstanding Warrants, and the Transfer Agent is hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall be required for such purpose. The Company further covenants that it will, from time to time, take all steps necessary to increase the number of authorized shares of its Common Stock if at any time the number of authorized shares that remain unissued would otherwise be insufficient to allow delivery of all Warrant Shares then deliverable upon the exercise in full of all outstanding Warrants. The Company will keep a copy of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply Warrant Agreement on file with the provisions Transfer Agent. If Warrant Shares are to be represented by stock certificates, the Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent stock certificates issuable upon exercise of Section 1. outstanding Warrants, and the Company will supply such Transfer Agent with duly executed stock certificates for such purpose. (b) The Company covenants that all shares of Common Stock so issuable and deliverable shallWarrant Shares will, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereofof this Warrant Agreement, be duly and validly authorized, issued and fully paid and nonassessable. nonassessable and free from preemptive rights (other than those set forth in the Stockholders Agreement) and all taxes, liens, charges and security interests created by or imposed upon the Company with respect to the issuance and holding thereof. (c) The Company will shall take all such actions as may be necessary to assure ensure that such shares of Common Stock may all Warrant Shares upon issuance will be issued as provided herein without violation of any applicable law or regulationduly and validly issued, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, fully paid and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalnonassessable.

Reservation of Warrant Shares. The There have been reserved, and the Company covenants that it will shall at all times reserve and keep available reserved out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal sufficient to provide for the maximum exercise of the right of purchase represented by the outstanding Warrants. The Company covenants that all Warrant Shares will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable. The Transfer Agent for the Common Stock and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Stock and with every subsequent transfer agent for any shares of Common Stock as shall the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose and will provide or otherwise make available any cash which may be necessary payable as provided in Section 11 hereof. Promptly after the Expiration Date, the Warrant Agent shall certify to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company the aggregate number of Warrants then outstanding and not exercised prior to the Expiration Date and thereafter no shares shall immediately take all action necessary be subject to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but reservation in no event later than sixty (60) days after the occurrence respect of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalWarrants.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock (the “Required Reserve Amount”) equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately promptly take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, to the extent necessary to remedy the Authorized Share Failure, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) 75 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to shall cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. The Company shall not effect any subdivision (by way of stock split, stock dividend, recapitalization or otherwise) of its outstanding Common Stock into a greater number of shares of Common Stock which would result, pursuant to Section 2(a), in a reduction of the Exercise Price below the par value of the shares of Common Stock then in effect unless on or prior to such subdivision or action the par value of such shares of Common Stock is reduced to the extent necessary (or another adjustment reasonably acceptable to the Required Holders and the Company is made) to permit the adjustments under Section 2(a) which would otherwise be made in connection therewith, but for the restriction of Section 2(b), and to permit the Warrants to be exercised into Warrant Shares that are fully paid after giving effect to such adjustments.

Reservation of Warrant Shares. The Company covenants that it will From and after the date hereof, the Issuer shall at all times have authorized, and reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stockavailable, solely free from preemptive or similar rights, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon the exercise or exchange of this Warrant as herein providedeach Warrant, the number of shares authorized but unissued Warrant Shares issuable upon exercise or exchange of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1all outstanding Warrants. The Company covenants Issuer shall take all actions reasonably necessary to ensure that all shares Warrant Shares shall be duly authorized and, when issued upon exercise or exchange of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price any Warrant in accordance with the terms hereof, shall be duly and validly authorizedissued, issued and fully paid and nonassessablenon-assessable, free and clear of all Encumbrances (other than those created by the Holder thereof) and preemptive or similar rights. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, If at any time while this Warrant remains any Warrants remain outstanding the Company Issuer does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon exercise of this Warrant all outstanding Warrants (the “Required Reserve Amount”) at least a number of shares of Common Stock Shares equal to the maximum number of shares of Common Stock Shares as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) Warrants then outstanding (an “Authorized Share Failure”), then the Company Issuer shall immediately promptly take all action reasonably necessary to increase the CompanyIssuer’s authorized shares of Common Stock Shares to an amount sufficient to allow the Company Issuer to reserve the Required Reserve Amount for this entire Warrantall Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as reasonably practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty seventy-five (6075) days after the occurrence of such Authorized Share Failure, the Company Issuer shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common StockShares. In connection with such meeting, the Company Issuer shall provide each stockholder shareholder with a proxy statement and shall use its reasonably best efforts to solicit its stockholdersshareholders’ approval of such increase in authorized shares of Common Stock Shares and to shall cause its board of directors Board to recommend to the stockholders shareholders that they approve such proposal.

Reservation of Warrant Shares. The 4.1 At all times prior to the Expiration Date, the Company covenants that it will shall at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved shares of Common Stock, Stock solely for the purpose of enabling it to issue Warrant Shares issuance upon the exercise of this Warrant as herein providedWarrant, the a number of shares of Common Stock which are then equal to the aggregate Warrant Shares issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued as provided herein without violation of violating the Company’s governing documents, any applicable law or regulationagreements to which the Company is a party on the date hereof, or of any requirements of any national securities exchange or automated quotation system upon which the shares of Common Stock may be listedlisted or any applicable laws. If, notwithstanding The Company shall not take any action which would cause the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved but unissued shares of Common Stock to satisfy its obligation be less than the number of such shares required to reserve be reserved hereunder for issuance upon exercise of the Warrants. 4.2 The Company covenants that it will take such actions as may be necessary or appropriate in order that all Warrant Shares issued upon exercise of this Warrant will, upon issuance in accordance with the terms of this Warrant, be fully paid and non-assessable, and free from any and all (i) security interests created by or imposed upon the Company and (ii) taxes, liens and charges with respect to the issuance thereof. If at least a any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company’s capital stock shall not be sufficient to permit exercise in full of this Warrant, the Company will as promptly as practicable take such corporate action as may, in the opinion of its counsel, be reasonably necessary to increase its authorized but unissued shares to such number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrantsuch purposes. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will not increase the stated or par value per share, if any, of its stockholders for the approval of an increase Common Stock above the Exercise Price per share in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts effect immediately prior to solicit its stockholders’ approval of such increase in authorized stated or par value. 4.3 The Company represents and warrants to the Holder that the issuance of this Warrant and the issuance of shares of Common Stock and upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to cause its board of directors to recommend to which the stockholders that they approve such proposalCompany is a party on the date hereof.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2Sections 2 and 3). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock (the “Required Reserve Amount”) equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty ninety (6090) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The Company shall not effect any subdivision (by way of stock split, stock dividend, recapitalization or otherwise) of one or more classes of its outstanding Common Stock into a greater number of shares of Common Stock which would result, pursuant to Section 2(a) (without giving effect to Section 2(b)), in a reduction of the Exercise Price below the par value of the shares of Common Stock than in effect unless on or prior to such subdivision the par value of such shares of Common Stock is reduced to the extent necessary (or another adjustment reasonably acceptable to the Required Holders and the Company is made) to permit the adjustments under Section 2(a) which would otherwise be made in connection therewith, but for the restrictions of Section 2(b), and to permit the Warrants to be exercised into Warrant Shares that are fully paid after giving effect to such adjustments.

Reservation of Warrant Shares. (a) The Company covenants that it will at all times after the Exercisability Date reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Series A-4 Preferred Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Series A-4 Preferred Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1Holder. The Company covenants that all shares of Common Preferred Stock so issuable and deliverable shallshall be, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, validly issued and fully paid and nonassessable. The Company will take all such actions as may be reasonably necessary to assure ensure that such shares of Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Preferred Stock may be listed. If. (b) As soon as practicable following the Signing Date, notwithstanding but not more than forty-five (45) days thereafter, file a preliminary proxy statement for a vote of its stockholders to approve (i) the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding issuance of units upon conversion of the Company does not have a sufficient number of authorized and unreserved shares of Series A-1 Preferred Stock, (ii) the issuance of all Common Stock to satisfy its obligation to reserve for issuance upon exercise conversion of this Warrant at least the Series A Preferred Stock, (iii) a number reverse stock split of shares of the Common Stock equal at a specific ratio within a range of 1-for-10 to 1-for-20, with the maximum number of shares of Common Stock as shall from time exact ratio to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase determined by the Company’s authorized shares Board of Common Stock Directors in its sole discretion, (iv) an increase to the outstanding equity incentive pool of the Company in an amount sufficient to allow determined by the Company to reserve Board of Directors after the Required Reserve Amount for this entire Warrant. Without limiting Signing Date and (v) the generality election of the foregoing sentenceDirector Nominees (collectively, “Proposals”). The Company shall, as soon as practicable following notification from the staff of the Securities and Exchange Commission that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Proposals. The Company covenants and agrees that its Board of Directors shall unanimously recommend that the Proposals be approved by the Company’s stockholders at all meetings in which such Proposals are considered and promptly file the necessary amendments to the Company’s certificate of incorporation after the date of Proposals are approved. If the occurrence of an Authorized Share Failure, but Company’s stockholders do not approve such Proposals at the first meeting in no event later than sixty (60) days after the occurrence of such Authorized Share Failurewhich they are voted on by stockholders, the Company shall hold a meeting of its stockholders covenants and agrees that it will submit the Proposals for the approval of an increase in the number of authorized shares of Common Stock. In connection with Company’s stockholders at least semi-annually until such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalis obtained.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 18). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price (or notice of a Cashless Exercise) in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains any of the Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) of the Warrants then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately as promptly as practicable thereafter take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon promptly as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board Board of directors Directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Prior to the issuance of any Warrants the Company covenants that it will shall reserve, and the Company shall thereafter at all times reserve and keep available reserved, free from preemptive rights, out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the a number of shares of Common Stock which are then sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. The transfer agent and every subsequent transfer agent for any shares of the Company's capital stock issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase of the rights of Persons other than purchase will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will keep a copy of this Agreement on file with every transfer agent for any shares of the Holder (taking into account Company's capital stock issuable upon the adjustments exercise of the Warrants. Each transfer agent for the Common Stock is hereby irrevocably authorized to cause to be issued from time to time the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company will supply such transfer agent with duly executed stock certificates for such purposes and restrictions will provide or otherwise make available any cash which may be payable as provided in Section 2)12 hereof. Such All Warrants surrendered upon the exercise of the rights thereby evidenced shall be canceled by the Warrant Agent and shall thereafter be delivered to the Company. Promptly after the Expiration Date, the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no shares of Common Stock shall be subject to reservation shall comply with the provisions in respect of Section 1such Warrants. The Company covenants that all shares issued upon exercise of Common Stock so issuable and deliverable shallthe Warrants will, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereofof this Agreement, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take nonassessable and free from all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulationtaxes, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. Ifliens, notwithstanding the foregoing, charges and not in limitation thereof, at any time while this Warrant remains outstanding security interests created by the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal with respect to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalissuance thereof.

Reservation of Warrant Shares. (a) The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, one hundred and fifty percent (150%) of the number of shares of Common Stock Warrant Shares which are then issuable and deliverable upon the exercise of this entire WarrantWarrant (the “Required Reserve Amount”), free from preemptive rights or any other contingent purchase rights of Persons persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 111). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation by the Company of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. Except as set forth in the reports filed by the Company prior to the date hereof pursuant to the Exchange Act, the Company represents and warrants that as of the date hereof, no Convertible Securities of the Company are outstanding. (b) If, notwithstanding the foregoingSection 14(a) above, and not in limitation thereof, at any time while this the Warrant remains outstanding outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire the Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The There have been reserved, and the Company covenants that it will shall at all times reserve and keep available reserved, out of the aggregate authorized and unissued shares of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the a number of shares of Common Stock which are then issuable and deliverable upon sufficient to provide for the exercise of this entire Warrant, free from preemptive or any other contingent purchase the rights of Persons other than purchase represented by the Holder (taking into account outstanding N Warrants, assuming exercise of all N Warrants. The transfer agent for the adjustments Warrant Shares and restrictions in Section 2). Such reservation every subsequent transfer agent for any Warrant Shares issuable on the exercise of any of the rights of purchase aforesaid will be irrevocably authorized and directed at all times to reserve such number of authorized and unissued Warrant Shares as shall comply with the provisions of Section 1be requisite for such purpose. The Company covenants that all shares will keep a copy of Common Stock so issuable this Agreement on file with the transfer agent for the Warrant Shares and deliverable shall, upon issuance and the payment with every subsequent transfer agent for any Warrant Shares of the applicable Exercise Price Company's capital stock issuable on the exercise of the rights of purchase represented by the N Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding N Warrants on exercise thereof in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessableof this Agreement. The Company will take all supply such actions as transfer agent with duly executed stock certificates for such purpose and will provide or otherwise make available any cash which may be necessary to assure that such shares of Common Stock may be issued payable as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listedin section 11 hereof. If, notwithstanding the foregoing, and not All N Warrants surrendered in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this the rights thereby evidenced shall be canceled by the Warrant (without regard Agent and shall thereafter be delivered to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable Promptly after the date of expiration of the occurrence N Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of an Authorized Share FailureN Warrants then outstanding, but and thereafter no Warrant Shares shall be subject to reservation in no event later than sixty (60) days after the occurrence respect of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalN Warrants.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for (a) For the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the Company will at all times through the Expiration Date, reserve and keep available out of its aggregate authorized but unissued or treasury shares of Common Stock, a number of shares equal to the number of shares of Common Stock which are then issuable and Warrant Shares deliverable upon the exercise of this entire Warrantall outstanding Warrants, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly Company’s Transfer Agent is hereby irrevocably authorized and validly authorized, issued and fully paid and nonassessable. The Company will take directed at all times to reserve such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of unissued or treasury shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent stock certificates evidencing Warrant Shares issuable upon exercise of outstanding Warrants, and the Company will supply such Transfer Agent with duly executed stock certificates for such purpose. (b) The Company covenants that all Warrant Shares issued upon exercise of the Warrants will, upon issuance in accordance with the terms of this Agreement, be fully paid and nonassessable and free from all taxes, liens, charges and security interests created by or imposed upon the Company with respect to the issuance thereof. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company’s capital stock shall not be sufficient to permit exercise in full of the Warrants, 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 effect increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Warrant Shares upon the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire WarrantWarrants. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will not increase the stated or par value per share, if any, of its stockholders for the approval of an increase Common Stock above the Exercise Price per share in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts effect immediately prior to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalstated or par value.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and otherwise unreserved issued Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. The Warrant Agent shall have no duty or responsibility to verify availability of such shares set aside by the Company. The Company or, if appointed, the transfer agent for the Common Stock (the “Transfer Agent”) and every subsequent transfer agent for any shares of the Common Stock issuable upon the exercise of any of the Warrants will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any shares of the Common Stock issuable upon the exercise of the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time be necessary from such Transfer Agent the stock certificates required to effect honor outstanding Warrants upon exercise thereof in accordance with the exercise terms of this Agreement. The Company will supply such Transfer Agent with duly executed certificates for such purposes. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto, transmitted to each holder pursuant to Section 13 hereof. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the information contained in such notices or certificates complies with the terms of this Warrant Agreement or any other documents, or is accurate or correct. Before taking any action which would cause an adjustment pursuant to Section 11 hereof to reduce the Exercise Price below the then par value (without regard to any limitations on exercise contained hereinif any) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share FailureWarrant Shares, the Company shall hold a meeting will take any commercially reasonable corporate action which may, in the opinion of its stockholders for counsel (which may be counsel employed by the approval of an increase Company), be necessary in the number of authorized shares of Common Stock. In connection with such meeting, order that the Company shall provide each stockholder may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. The Company covenants that all Warrant Shares which may be issued upon exercise of Warrants will, upon payment of the Exercise Price therefor or on a cashless basis pursuant to Section 6(d), if applicable, and issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend respect to the stockholders that they approve such proposalissue thereof.

Reservation of Warrant Shares. The Company covenants that it agrees that, upon ----------------------------- commencement of the Exercise Period and at all times prior to the Termination Date, the Company will at all times reserve have authorized and in reserve, and will keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stockavailable, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable issuance or delivery upon the exercise of this entire Warrant, the shares of the Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this Warrant, free from and clear of all restrictions on sale or transfer and free and clear of all preemptive rights. The Company shall not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other contingent purchase rights voluntary action, avoid or seek to avoid the observance or performance of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment any of the applicable Exercise Price terms of this Warrant, but will at all times in accordance with good faith assist in the carrying out of all such terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take in the taking of all such actions as may be necessary or appropriate to assure that such shares protect the rights of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire WarrantHolders hereof against impairment. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will (a) not increase the par value of its stockholders for any shares of Common Stock receivable upon the approval exercise of an this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the number of authorized Company may validly and legally issue fully paid and nonassessable shares of Common Stock. In connection with such meeting, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the Company shall provide each stockholder with a proxy statement exercise of this Warrant, and shall (c) use its best efforts to solicit obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalobligations under this Warrant.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock Warrant Shares (the “Required Reserve Amount”) which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons persons other than the Holder (taking into account after giving effect to the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 19, if any). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve meet the Required Reserve Amount for this entire Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such a meeting, the Company shall provide each stockholder with a proxy statement or information statement, as appropriate, and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board Board of directors Directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. (a) The Company covenants that it will shall at all times reserve and keep available available, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or the authorized and otherwise unreserved issued Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. (b) The Company or, if appointed, the transfer agent for the Common Stock (the "Transfer Agent") and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company shall keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company shall supply such Transfer Agent with duly executed certificates for such purposes and shall provide or otherwise make available any cash which may be necessary to effect the exercise payable as provided in Section 9 hereof. The Company shall furnish such Transfer Agent a copy of all this Warrant notices of adjustments, and certificates related thereto, transmitted to each holder pursuant to Section 10 hereof. (without regard c) Before taking any action which would cause an adjustment pursuant to any limitations on exercise contained hereinSection 8 hereof to reduce the Exercise Price below the then par value (if any) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share FailureWarrant Shares, the Company shall hold a meeting take any corporate action which may, in the opinion of its stockholders for the approval of an increase counsel, be necessary in the number of authorized shares of Common Stock. In connection with such meeting, order that the Company shall provide each stockholder may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. (d) The Company covenants that all Warrant Shares which may be issued upon exercise of Warrants shall, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend respect to the stockholders that they approve such proposalissuance thereof.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 19). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains any of the Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) of the Warrants then outstanding (the “Required Reserve Amount”) (, and such reservation failure, an “Authorized Share Failure”), then the Company shall immediately promptly take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrantall the Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for (a) For the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the Company will, at all times through the Expiration Date, reserve and keep available, free from preemptive rights and out of its aggregate authorized but unissued or treasury Ordinary Shares, Ordinary Shares equal to the number of shares Warrant Shares deliverable upon the exercise for cash of Common Stock which are all outstanding Warrants. The Company covenants that if, notwithstanding the foregoing, at any time the authorized number of Ordinary Shares remaining available for issuance would be insufficient to allow delivery of all Warrant Shares then deliverable upon the exercise in full of all outstanding Warrants, it shall duly convene and hold as soon as reasonably practicable a general meeting of the members of the Company to consider resolutions necessary to (i) increase the authorized number of Ordinary Shares and (ii) confer authority to issue such Ordinary Shares as may be required to allow the sufficient issuance and delivery of all Warrant Shares then issuable and deliverable upon the exercise in full of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1all outstanding Warrants. The Company will keep a copy of this Agreement on file with the transfer agent for the Company’s Ordinary Shares (such agent, in such capacity, as may from time to time be appointed by the Company, the “Transfer Agent”) and with every transfer agent for any Warrant Shares issuable upon the exercise of Warrants pursuant to Section 6. (b) The Company covenants that to each Holder that: (i) it has taken all shares of Common Stock so issuable necessary action to authorize the issue and deliverable shall, upon issuance and the payment allotment of the applicable Exercise Price Warrant Shares to be issued on exercise of such Warrant(s); (ii) the Warrant Shares to be issued on exercise of such Warrant(s) will when issued be duly and validly issued, and free from all taxes, liens, charges and security interests created by or imposed upon the Company and upon allotment in accordance with the terms hereof, of this Agreement will be duly and validly authorized, issued and fully paid and nonassessable. The ; (iii) at all times any Warrant(s) are outstanding, the Company will take all such actions as may be necessary use commercially reasonable efforts to assure that such shares procure the listing of Common Stock may the Warrant Shares to be issued as provided herein without violation on exercise of any applicable law Warrant(s) on all principal stock exchanges on which the Ordinary Shares in existence on the date of such exercise are then listed or regulation, or traded; (iv) the Warrant Shares to be issued on exercise of any requirements Warrant(s) will rank pari passu in all respects with all other Ordinary Shares in existence on the date of any securities exchange or automated quotation system upon which such exercise; (v) the Common Stock may Warrant Shares to be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon issued on exercise of this Warrant at least a number of shares of Common Stock equal such Warrant(s) will be entitled to the maximum number rights and subject to the obligations contained in the Company’s constitution in existence on the date of shares of Common Stock as exercise; and (vi) at no time when any Warrant(s) are outstanding, shall from time to time be necessary to effect the exercise of all this Warrant (without regard to Board take any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality nominal value of the foregoing sentence, as soon as practicable after Ordinary Shares above the date Exercise Price of the occurrence Warrant(s), nor reduce the Exercise Price below the nominal value of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalOrdinary Shares.

Reservation of Warrant Shares. The Company covenants that it agrees that, upon commencement of the Exercise Period and at all times prior to the Termination Date, the Company will at all times reserve have authorized and in reserve, and will keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stockavailable, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable issuance or delivery upon the exercise of this entire Warrant, the shares of the Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this Warrant, free from and clear of all restrictions on sale or transfer and free and clear of all preemptive rights. The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other contingent purchase rights voluntary action, avoid or seek to avoid the observance or performance of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment any of the applicable Exercise Price terms of this Warrant, but will at all times in accordance with good faith assist in the carrying out of all such terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take in the taking of all such actions as may be necessary or appropriate to assure that such shares protect the rights of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire WarrantHolders hereof against impairment. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will (a) not increase the par value of its stockholders for any shares of Common Stock receivable upon the approval exercise of an this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the number of authorized Company may validly and legally issue fully paid and nonassessable shares of Common Stock. In connection with such meeting, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the Company shall provide each stockholder with a proxy statement exercise of this Warrant, and shall (c) use its best efforts to solicit obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalobligations under this Warrant.

Reservation of Warrant Shares. The Company covenants that it will at all times will, on the date hereof, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein providedWarrant, a number of shares of Common Stock that is not less than the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this Warrant on the First Vesting Date, assuming for such purposes that on the First Vesting Date: (A) the Applicable Share Number equals the entire number of shares of Common Stock purchased by the original Holder under the Purchase Agreement and (B) the Adjustment Price equals 50% of the Per Share Market Value on the Trading Day immediately preceding the Closing Date. If on any date the Warrant Shares issuable upon exercise of this Warrant exceed 85% of the shares of Common Stock so reserved pursuant to the terms hereof, the Company will immediately increase the number of shares of Common Stock reserved for issuance upon exercise hereunder to a number equal to the number of shares of Common Stock then issuable upon exercise of this Warrant, . All such reserved shares of Common Stock shall be free from preemptive rights or any other actual contingent purchase rights of Persons persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 18). . The Company covenants that all shares of Common Stock Warrant Shares that shall be so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. (a) The Company covenants agrees that it will shall at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved shares of Common Stock, Stock solely for the purpose of enabling it to issue Warrant Shares issuance upon the exercise of this Warrant as herein providedthe Warrants, the a number of shares of Common Stock which are then equal to the aggregate Warrant Shares issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1all outstanding Warrants. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued as provided herein without violation of violating the Company’s governing documents, any applicable law or regulationagreements to which the Company is a party, or of any requirements of any national securities exchange or automated quotation system upon which the shares of Common Stock may be listedlisted or any applicable laws. If, notwithstanding The Company shall not take any action which would cause the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved but unissued shares of Common Stock to satisfy its obligation be less than the number of such shares required to reserve be reserved hereunder for issuance upon exercise of the Warrants. (b) The Company covenants that it will take such actions as may be necessary or appropriate in order that all Warrant Shares issued upon exercise of the Warrants will, upon issuance in accordance with the terms of this Warrant Agreement, be fully paid and non- assessable and free from any and all (i) security interests created by or imposed upon the Company and (ii) taxes, liens and charges with respect to the issuance thereof. If at least a any time prior to the Termination Date the number and kind of authorized but unissued shares of the Company’s capital stock shall not be sufficient to permit exercise in full of the Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be reasonably necessary (including seeking stockholder approval, if required) to increase its authorized but unissued shares to such number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time be sufficient for such purposes. The Company agrees that its issuance of Warrants shall constitute full authority to time be necessary its officers who are charged with the issuance of Warrant Shares to effect issue Warrant Shares upon the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalWarrants.

Reservation of Warrant Shares. The Company covenants that it will shall at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its authorized and otherwise unreserved issued shares of Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue the Applicable Warrant Shares upon exercise of this Warrant as herein providedthe Warrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time which may then be necessary to effect deliverable upon the exercise of all this outstanding Warrants. If on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the amount required to enable the Company to satisfy any obligation to issue the Warrant (without regard to any limitations on Shares upon exercise contained herein) (of the “Required Reserve Amount”) (an “Authorized Share Failure”)Warrants, then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit amend its stockholders’ approval certificate of such incorporation to increase in the number of authorized but unissued shares of Common Stock to enable it to fulfill such obligation as soon as possible and, in any event, no later than the 75th day after such date. The Company or, if appointed, the transfer agent for the Common Stock and each transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants (collectively, the "Transfer Agent") will be irrevocably authorized and directed at all times to cause its board reserve such number of directors to recommend authorized shares as shall be required for such purpose. The Company shall keep a copy of this Agreement on file with the Transfer Agent. The Company will supply the Transfer Agent with a duly executed certificate for such purposes and will provide or otherwise make available all other consideration that may be deliverable upon exercise of the Warrants. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificate related thereto, transmitted to the stockholders Investor pursuant to Section 11 hereof. Before taking any action which would cause an adjustment pursuant to Section 8 hereof to reduce the per share Applicable Exercise Price below the then par value of an Applicable Warrant Share, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that they approve such proposalthe Company may validly and legally issue fully paid and nonassessable Applicable Warrant Shares at the Applicable Exercise Price as so adjusted. The Company covenants that all the Applicable Warrant Shares and other capital stock issued upon exercise of the Warrants will, upon payment of the Applicable Exercise Price therefore and issue, be validly authorized and issued, fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company shall from time to time take all action which may be necessary or appropriate so that the Common Stock issuable upon conversion of the Applicable Warrant Shares following an exercise of the Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of the same class of Common Stock of the Company are then listed.

Reservation of Warrant Shares. The Company covenants that it will shall at all times reserve and keep available available, free from preemptive rights (except as otherwise provided herein), out of the aggregate of its authorized but unissued Common Stock or its authorized and otherwise unreserved issued Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time which may then be necessary to effect deliverable upon the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”)outstanding Warrants, then the Company shall immediately take all action necessary to increase the Company’s authorized but such shares of Common Stock shall be subject to an amount sufficient to allow the terms and conditions of the Stockholders' Agreement. The Company or, if appointed, the transfer agent for the Common Stock and each transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants (collectively, the "Transfer Agent") will be irrevocably authorized and directed at all times to reserve the Required Reserve Amount such number of authorized shares as shall be required for such purpose. The Company shall keep a copy of this entire WarrantAgreement on file with any such Transfer Agent. Without limiting the generality The Company will supply any such Transfer Agent with duly executed certificates for such purposes and will provide or otherwise make available all other consideration that may be deliverable upon exercise of the foregoing sentenceWarrants. The Company will furnish any such Transfer Agent a copy of all notices of adjustments and certificates related thereto, as soon as practicable after transmitted to each Holder pursuant to Section 9 hereof. Before taking any action which would cause an adjustment pursuant to Section 8 hereof to reduce the date Exercise Price below the then par value (if any) of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share FailureWarrant Shares, the Company shall hold a meeting take any corporate action which may, in the opinion of its stockholders for the approval of an increase counsel, be necessary in the number of authorized shares of Common Stock. In connection with such meeting, order that the Company shall provide each stockholder may validly and legally issue duly authorized, fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. The Company covenants that all Warrant Shares and other capital stock issued upon exercise of Warrants will, upon payment of the Exercise Price therefor and issue thereof, be validly authorized and issued, fully paid, nonassessable, free of preemptive rights (except as may be granted by this Agreement) and free, subject to Section 7 hereof, from all taxes, liens, charges and security interests with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend respect to the stockholders that they approve issue thereof, but such proposalWarrant Shares shall be subject to the terms and conditions of the Stockholders' Agreement.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for (a) For the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the Company will at all times through the Expiration Date, reserve and keep available out of its aggregate authorized but unissued or treasury shares of Class A Common Stock, a number of shares equal to the number of shares of Common Stock which are then issuable and Warrant Shares deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1all outstanding Warrants. The Company covenants that all it will instruct the Transfer Agent to reserve such number of authorized and unissued or treasury shares of Class A Common Stock so as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from the Transfer Agent stock certificates evidencing Warrant Shares issuable upon exercise of outstanding Warrants, and deliverable shallthe Company will supply the Transfer Agent with duly executed stock certificates for such purpose. (b) The Company covenants that all Warrant Shares issued upon exercise of the Warrants will, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereofof this Agreement, be duly and validly authorized, issued and fully paid and nonassessablenonassessable and free from all taxes, liens, charges and security interests created by or imposed upon the Company with respect to the issuance thereof. If at any time prior to the Expiration Date, the number and kind of authorized but unissued shares of the Company’s capital stock shall not be sufficient to permit exercise in full of the Warrants, 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 to such number of shares as shall be sufficient for such purposes. The Company will take all such actions as may be necessary agrees that its issuance of Warrants shall constitute full authority to assure that such shares its officers who are charged with the issuance of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system Warrant Shares to issue Warrant Shares upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire WarrantWarrants. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will not increase the stated or par value per share, if any, of its stockholders for the approval of an Class A Common Stock above the Exercise Price per share in effect immediately prior to such increase in stated or par value. Before taking any action that would cause an adjustment pursuant to Article 6 reducing any Exercise Price below the number then par value (if any) of authorized shares the Warrant Shares issuable upon exercise of Common Stock. In connection with such meetingthe Warrants, the Company shall provide each stockholder with a proxy statement will take any corporate action that may, in the opinion or based on the advice of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and shall use its best efforts to solicit its stockholders’ approval of legally issue fully paid and nonassessable Warrant Shares at such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalExercise Price as so adjusted.

Reservation of Warrant Shares. The Company covenants that it will shall at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stockavailable, solely free from preemptive rights, for the purpose of enabling it to satisfy any obligation to issue Warrant Common Shares upon exercise of this Warrant as herein providedWarrants, the maximum number of shares of Common Stock Shares which are then issuable and may at such time be deliverable upon the exercise of all outstanding Warrants. The Company or, if appointed, the transfer agent for the Common Shares and each transfer agent for any of the Company's capital stock issuable upon the exercise of any of the Warrants (collectively, the "Transfer Agent"), will be irrevocably authorized and directed at all times to reserve such number of authorized Common Shares as shall be required for such purpose. The Company shall keep a copy of this entire WarrantAgreement on file with the Transfer Agent. The Company will supply the Transfer Agent with duly executed certificates for such purposes. The Company will furnish such Transfer Agent a copy of all notices of adjustments, free from preemptive or any other contingent purchase rights of Persons other than and certificates related thereto, transmitted to the Holder (taking into account the adjustments and restrictions in pursuant to Section 2). Such reservation shall comply with the provisions of Section 110 hereof. The Company covenants that all shares Warrant Shares and other equity securities issued upon exercise of Common Stock so issuable and deliverable shallWarrants pursuant to the terms of this Agreement will, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereoftherefor and issuance thereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares issued, fully paid, nonassessable, free of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal preemptive rights and free from all taxes, liens, charges and security interests with respect to the maximum number issuance thereof. If Common Shares are listed on one or more principal securities exchanges or markets within the United States of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share FailureAmerica, the Company shall hold a meeting list on such exchanges or markets, Common Shares issued upon exercise of its stockholders for the approval of an increase in the number of authorized shares of Common StockWarrants, immediately upon their issuance. In connection with such meetingThereafter, the Company shall provide each stockholder with a proxy statement and shall use its best efforts register the Common Shares issued upon exercise of the Warrants (the "Registrable Shares") pursuant to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalSection 18 hereof.

Reservation of Warrant Shares. The Company covenants that it agrees that, upon commencement of the Exercise Period and at all times prior to the Termination Date, the Company will at all times reserve have authorized and in reserve, and will keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stockavailable, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable issuance or delivery upon the exercise of this entire Warrant, the shares of the Class A Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this Warrant, free from and clear of all restrictions on sale or transfer and free and clear of all preemptive rights. The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other contingent purchase rights voluntary action, avoid or seek to avoid the observance or performance of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment any of the applicable Exercise Price terms of this Warrant, but will at all times in accordance with good faith assist in the carrying out of all such terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take in the taking of all such actions as may be necessary or appropriate to assure that such shares protect the rights of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire WarrantHolders hereof against impairment. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will (a) not increase the par value of its stockholders for any shares of Common Stock receivable upon the approval exercise of an this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the number of authorized Company may validly and legally issue fully paid and nonassessable shares of Common Stock. In connection with such meeting, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the Company shall provide each stockholder with a proxy statement exercise of this Warrant, and shall (c) use its best efforts to solicit obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalobligations under this Warrant.

Reservation of Warrant Shares. The 4.1 At all times prior to the Expiration Date, the Company covenants that it will shall at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, Ordinary Shares solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable issuance upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights a number of Persons other than Ordinary Shares equal to the Holder (taking into account aggregate Warrant Shares issuable upon the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions exercise of Section 1this Warrant. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock Ordinary Shares may be so issued as provided herein without violation of any applicable law or regulationviolating the Company’s Constitution Documents, or of any requirements of any national securities exchange or automated quotation system upon which the Common Stock Ordinary Shares may be listedlisted or any applicable laws. If, notwithstanding The Company shall not take any action which would cause the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares but unissued Ordinary Shares to be less than the number of Common Stock such Ordinary Shares required to satisfy its obligation to reserve be reserved hereunder for issuance upon exercise of the Warrants. 4.2 The Company covenants that it will take such actions as may be necessary or appropriate in order that all Warrant Shares issued upon exercise of this Warrant will, upon issuance in accordance with the terms of this Warrant, be fully paid and non-assessable, and free from any and all (i) security interests created by or imposed upon the Company and (ii) taxes, liens and charges with respect to the issuance thereof (other than liens or charges created by the Holder or taxes in respect of any transfer occurring contemporaneously therewith). If at least a any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company’s capital stock shall not be sufficient to permit exercise in full of this Warrant, the Company will as promptly practicable take such corporate action as may, in the opinion of its counsel, be reasonably necessary to increase its authorized but unissued shares to such number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrantsuch purposes. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will not increase the nominal value per share, if any, of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend Ordinary Shares prior to the stockholders that they approve such proposalExpiration Date.

Reservation of Warrant Shares. The 1. At all times prior to the Expiration Date, the Company covenants that it will shall at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved shares of Common Stock, Stock solely for the purpose of enabling it to issue Warrant Shares issuance upon the exercise of this Warrant as herein providedthe Warrants, the a number of shares of Common Stock which are then equal to the aggregate Warrant Shares issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1Warrants. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued as provided herein without violation of violating the Company’s governing documents, any applicable law or regulationagreements to which the Company is a party on the date hereof, or of any requirements of any national securities exchange or automated quotation system upon which the shares of Common Stock may be listedlisted or any applicable laws. If, notwithstanding The Company shall not take any action which would cause the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved but unissued shares of Common Stock to satisfy its obligation be less than the number of such shares required to reserve be reserved hereunder for issuance upon exercise of this the Warrants. 2. The Company covenants that it will take such actions as may be necessary or appropriate in order that all Warrant Shares issued upon exercise of the Warrants will, upon issuance in accordance with the terms of the Warrants, be fully paid and non-assessable, and free from any and all (i) security interests created by or imposed upon the Company and (ii) taxes, liens and charges with respect to the issuance thereof. If at least a any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company’s capital stock shall not be sufficient to permit exercise in full of the Warrants, the Company will as promptly as practicable take such corporate action as may, in the opinion of its counsel, be reasonably necessary to increase its authorized but unissued shares to such number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrantsuch purposes. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will not increase the stated or par value per share, if any, of its stockholders for the approval of an increase Common Stock above the Exercise Price per share in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts effect immediately prior to solicit its stockholders’ approval of such increase in authorized stated or par value. 3. The Company represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof and to cause its board that the Warrants constitute a legal, valid and binding of directors to recommend to the stockholders that they approve such proposalCompany enforceable against the Company.

Reservation of Warrant Shares. (a) The Company covenants that it agrees that, prior to the expiration of this Warrant on April 16, 2002, the Company will at all times reserve have authorized and in reserve, and will keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stockavailable, free from preemptive rights, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable issuance or delivery upon the exercise of this entire Warrant, free the number of Warrant Shares and other stock, securities and property, as, from preemptive or any other contingent purchase rights time to time, shall be issuable by the Company upon the exercise of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1this Warrant. The Company covenants and agrees that all shares of Common Stock Warrant Shares and other stock, securities and property which shall be so issuable and deliverable shallwill, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereofissuance, be duly authorized and validly authorizedissued, issued and fully paid and nonassessable. The Company will not take all such actions as may be necessary to assure that such shares any action which results in any adjustment of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding Exercise Price if the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient total number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance Warrant Shares issuable after such action upon exercise of this Warrant at least a the Warrants would exceed the total number of shares of Common Stock equal then authorized by the Company's Certificate of Incorporation in effect at such time but will agree to the maximum number of seek shareholder approval to authorize any increases in shares of Common Stock of the Company. (b) The Company shall not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, issuance or sale of securities or otherwise, avoid or take any action that would have the effect of avoiding the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in carrying out all of the provisions of this Warrant and in taking all such action as shall from time to time may be necessary or appropriate in order to effect protect the exercise rights of all the Warrantholders of this Warrant against dilution or other impairment. (without regard to c) If any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock required to an amount sufficient to allow be reserved for the Company to reserve purpose of exercise of this Warrant require registration with or approval of any governmental authority under any Federal law (other than the Required Reserve Amount for Securities Act) or under any state law, before such Common Stock may be issued upon exercise of this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of shall, at its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meetingexpense, the Company shall provide each stockholder with a proxy statement and shall as expeditiously as possible, use its best efforts to solicit its stockholders’ approval of cause such increase in authorized shares of Common Stock and to cause its board of directors to recommend be duly registered or approved, as the case may be. (d) This Warrant shall be binding upon any corporation succeeding to the stockholders that they approve such proposalCompany by merger, consolidation or acquisition of all or substantially all of the Company's assets.

Reservation of Warrant Shares. The Company covenants that it will shall at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, Stock (or out of shares of Common Stock held in its treasury) solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable issuance upon the exercise of this entire Warrantthe Warrants, free from preemptive or the maximum number of Warrant Shares issuable upon the exercise of the Warrants. The Warrant Agent shall have no duty to verify availability of such shares set aside by the Company. The Company or, if appointed, the transfer agent for the Common Stock (the “TRANSFER AGENT”) and every subsequent transfer agent for any other contingent purchase shares of the Company’s Common Stock issuable upon the exercise of any of the rights of Persons other than purchase aforesaid will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Holder (taking into account Transfer Agent and with every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company will supply such Transfer Agent with duly executed certificates for such purposes and will provide or otherwise make available any cash which may be payable as provided in Section 12 hereof. The Company will furnish such Transfer Agent a copy of all notices of adjustments and restrictions in certificates related thereto transmitted to each holder pursuant to Section 2). Such reservation shall comply with the provisions of Section 111 hereof. The Company covenants and agrees that all shares of Common Stock so issuable and deliverable that may be issued upon the exercise of the rights represented by the Warrants shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereofissuance, be duly and validly authorizedissued, issued and fully paid and nonassessable, and free from all taxes, liens, preemptive rights and charges with respect to the issue thereof. The Company will shall take all such actions as may be necessary to assure ensure that all such shares of Common Stock Warrant Shares may be so issued as provided herein without violation by the Company of any applicable law or regulation, governmental regulation or of any requirements of any domestic securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve or other securities constituting Warrant Shares may be listed or quoted (except for official notice of issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as which shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then immediately delivered by the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of upon each such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalissuance).

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. (a) The Company covenants that it will shall at all times reserve and keep available available, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale, free from preemptive rights, out of the aggregate of its authorized but unissued Common Shares or the authorized and otherwise unreserved issued Common StockShares held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the maximum number of shares of Common Stock Shares which are may then issuable and be deliverable upon the exercise of this entire Warrantall outstanding Warrants. (b) The Company or, free from preemptive or if appointed, the transfer agent for the Common Shares (the “Transfer Agent”) and every subsequent transfer agent for any other contingent purchase shares of the Company’s capital stock issuable upon the exercise of any of the rights of Persons other than purchase aforesaid will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company shall keep a copy of this Agreement on file with the Holder (taking into account Transfer Agent and with every subsequent transfer agent for any shares of the adjustments Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company shall supply such Transfer Agent with duly executed certificates for such purposes and restrictions shall provide or otherwise make available any cash which may be payable as provided in Section 2)9 hereof. Such reservation The Company shall comply furnish such Transfer Agent with a copy of all notices of adjustments, and certificates related thereto, transmitted to each holder pursuant to Section 10 hereof. (c) Before taking any action which would cause an adjustment pursuant to Section 8 hereof to reduce the provisions Exercise Price below the then par value (if any) of Section 1. the Warrant Shares, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. (d) The Company covenants that all shares Warrant Shares which may be issued upon exercise of Common Stock so issuable and deliverable Warrants shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereofissue, be duly fully paid, nonassessable, free of preemptive rights and validly authorizedfree from all taxes, issued liens, charges and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal security interests with respect to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalissuance thereof.

Reservation of Warrant Shares. (a) The Company covenants that it will shall use its ----------------------------- best efforts to at all times reserve and keep available reserved out of the aggregate of its authorized but and unissued and otherwise unreserved shares of Common Stock, solely Stock or shares of Common Stock held in its treasury a number of shares of Common Stock sufficient to provide for the purpose exercise in full of enabling it all Warrants then outstanding or reserved for issuance pursuant to issue Warrant Shares upon exercise Section 2.1. The registrar for the Common Stock (the "Registrar") shall at all times until the Termination Date, or the time at which all Warrants have been exercised or cancelled, reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Warrant Agreement on file with the Registrar. The Company will supply such Registrar with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be payable as herein providedprovided in Section 3.6. The Company will furnish to such Registrar a copy of all notices of adjustments and certificates related thereto transmitted to each Holder. (b) If, upon the Triggering Event, the number of shares of Common Stock which are then issuable and deliverable upon authorized but not issued plus the number of shares of Common Stock held in the Company's treasury is less than the number of shares of Common Stock necessary to permit the exercise in full of this entire Warrantthe Warrants then outstanding or reserved for issuance pursuant to Section 2.1 (the number of shares of Common Stock comprising such deficiency being the "Number of Shortfall Shares"), free from preemptive then the Company shall either (i) to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, commence a tender offer for the aggregate number of shares of Common Stock at least equal to the Number of Shortfall Shares or any other contingent purchase rights (ii) call a special meeting of Persons other than the Holder holders of Common Stock for the purpose of increasing the number of authorized shares of Common Stock in an amount at least equal to the Number of Shortfall Shares. In such an event, the Warrant Exercise Period shall be automatically extended to 60 calendar days after (taking into account a) the adjustments and restrictions date on which the tender offer referred to in Section 2). Such reservation shall comply with clause (i) above is successfully completed or (b) the provisions effective date of Section 1. the increase in the number of authorized shares of Common Stock referred to in clause (ii) above. (c) The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock which may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number Warrants will, upon issue, be fully paid, nonassessable, free of shares of Common Stock equal preemptive rights, free from all taxes and free from all liens, charges and security interests, created by or through the Company, with respect to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalissue thereof.

Reservation of Warrant Shares. The Company represents and warrants that on the Original Issue Date, it has duly authorized and reserved, and covenants that it will will, at all times during the period in which this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 19). The Company covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all shares such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company further covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company represents and warrants that the Warrant Shares, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants, will be issued free and clear of all security interests, claims, liens and other encumbrances other than restrictions imposed by applicable securities laws. The Company will take all such actions action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Company represents and warrants that on the date hereof, it has duly authorized and reserved, and covenants that it will at all times during the period this Warrant is outstanding reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which Warrant Shares that are then initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 19). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessablenonassessable and free from all taxes, liens and charges created by the Company in respect of the original issuance thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company represents and warrants that the Warrant Shares, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants, will be issued free and clear of all security interests, claims, liens and other encumbrances other than restrictions imposed by applicable securities laws. The Company will take all such actions action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The 12.a At all times prior to the Expiration Date, the Company covenants that it will shall at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved shares of Common Stock, Stock solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable issuance upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number aggregate Warrant Shares issuable upon the exercise of this Warrant. The Company shall use reasonable best efforts to take all such actions as may be necessary to ensure that all such shares of Common Stock as shall from time to time may be necessary to effect the exercise of all this Warrant (so issued without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase violating the Company’s governing documents, any agreements to which the Company is a party, and any requirements of any national securities exchange upon which shares of Common Stock may be listed or any applicable laws. The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to an amount be less than the number of such shares required to be reserved hereunder for issuance upon exercise of this Warrant. 12.b The Company covenants that it will take such actions as may be necessary or appropriate in order that all Warrant Shares issued upon exercise of this Warrant will, upon issuance in accordance with the terms of this Warrant, be fully paid and non-assessable, and free from any and all (i) security interests created by or imposed upon the Company and (ii) taxes, liens and charges with respect to the issuance thereof. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company’s capital stock shall not be sufficient to allow permit exercise in full of this Warrant, the Company will as promptly as practicable take such corporate action as may, in the opinion of its counsel, be reasonably necessary to reserve the Required Reserve Amount increase its authorized but unissued shares to such number of shares as shall be sufficient for this entire Warrantsuch purposes. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will not increase the stated or par value per share, if any, of its stockholders for the approval of an increase Common Stock above the Exercise Price per share in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts effect immediately prior to solicit its stockholders’ approval of such increase in authorized stated or par value. 12.c The Company represents and warrants to the Holder that the issuance of this Warrant and the issuance of shares of Common Stock and upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other agreements to cause its board of directors to recommend to which the stockholders that they approve such proposalCompany is a party.

Reservation of Warrant Shares. The Company represents and warrants that on the date hereof, it has duly authorized and reserved, and covenants that it will at all times during the period this Warrant is outstanding reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which Warrant Shares that are then initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 19). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessablenonassessable and free from all taxes, liens and charges created by the Company in respect of the original issuance thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company represents and warrants that the Warrant Shares, when issued and paid for in accordance with the terms of this Warrant, will be issued free and clear of all security interests, claims, liens and other encumbrances other than restrictions imposed by applicable securities laws. The Company will take all such actions action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. .The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock (the “Required Reserve Amount”) equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately promptly take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) 90 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and use commercially reasonable efforts to cause its board of directors to recommend to the stockholders that they approve such proposal. The Company shall not (i) effect any subdivision (by way of stock split, stock dividend, recapitalization or otherwise) of its outstanding Common Stock into a greater number of shares of Common Stock which would result, pursuant to Section 2(a) (without giving effect to Section 2(b)), or (ii) take any action which would require an adjustment of the Exercise Price under Section 2(b) which would result, in each case, in a reduction of the Exercise Price below the par value of the shares of Common Stock then in effect unless on or prior to such subdivision or action the par value of such shares of Common Stock is reduced to the extent necessary (or another adjustment reasonably acceptable to the Required Holders and the Company is made) to permit the adjustments under Section 2(a) or Section 2(b), as applicable, which would otherwise be made in connection therewith, but for the restriction of Section 2(j), and to permit the Warrants to be exercised into Warrant Shares that are fully paid after giving effect to such adjustments.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 19). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price (or notice of a Cashless Exercise) in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains any of the Warrants (as defined in the Note Conversion Agreement) remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) of the Warrants then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately as promptly as practicable thereafter take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon promptly as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board Board of directors Directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Company covenants that it agrees that, upon ----------------------------- commencement of the Exercise Period and at all times prior to the Termination Date, the Company will at all times reserve have authorized and in reserve, and will keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stockavailable, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable issuance or delivery upon the exercise of this entire Warrant, the shares of the Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this Warrant, free from and clear of all restrictions on sale or transfer and free and clear of all preemptive rights. The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other contingent purchase rights voluntary action, avoid or seek to avoid the observance or performance of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment any of the applicable Exercise Price terms of this Warrant, but will at all times in accordance with good faith assist in the carrying out of all such terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take in the taking of all such actions as may be necessary or appropriate to assure that such shares protect the rights of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire WarrantHolders hereof against impairment. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failureforegoing, the Company shall hold a meeting will (a) not increase the par value of its stockholders for any shares of Common Stock receivable upon the approval exercise of an this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the number of authorized Company may validly and legally issue fully paid and nonassessable shares of Common Stock. In connection with such meeting, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the Company shall provide each stockholder with a proxy statement exercise of this Warrant, and shall (c) use its best efforts to solicit obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalobligations under this Warrant.

Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant the Warrants as herein provided, the number of shares of Common Stock which Warrant Shares that are then issuable and deliverable upon the exercise of all the Warrants evidenced by this entire WarrantWarrant Certificate, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder Warrant holders (taking into account the adjustments and restrictions in of Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Warrant Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and validly issued, fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares If the approval of Common Stock may be issued as provided herein without violation the Company’s shareholders is required for the issuance of any applicable law the Warrants or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoingWarrant Shares, and such approval has not in limitation thereofyet been obtained, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, seek such approval as soon promptly as practicable after the original issue date of this Warrant Certificate, provided, however, that the occurrence Company’s obligation to issue and deliver Warrant Shares in accordance with the terms hereof is absolute and unconditional, irrespective of an Authorized Share Failurewhether such shareholder approval is ultimately obtained, but in no event later than sixty (60) days after the occurrence and irrespective of any other circumstance that might otherwise limit such Authorized Share Failure, obligation of the Company to issue the Warrant Shares. Nothing herein shall hold limit a meeting Warrant holder’s right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection specific performance and/or injunctive relief with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend respect to the stockholders that they approve such proposalCompany’s failure to timely deliver certificates representing Warrant Shares upon exercise of Warrants as required pursuant to the terms hereof.

Reservation of Warrant Shares. (a) The Company covenants that it will shall at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued Class B Common Stock (or such other Warrant Shares as may be issuable upon exercise of a Warrant) and/or the authorized and otherwise unreserved issued Class B Common StockStock (or such other Warrant Shares as may be issuable upon exercise of a Warrant) held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Class B Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. (b) The Company or, if appointed, the transfer agent for the Class B Common Stock (the “Transfer Agent”) and every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise of any of the rights of purchase aforesaid shall be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company shall keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Company shall supply such Transfer Agent with duly executed certificates for such purposes and shall provide or otherwise make available any cash which may be payable as provided in Section 7 hereof. The Company shall furnish such Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder pursuant to Section 8 hereof. (c) The Company covenants that all Warrant Shares issued upon exercise of Warrants shall, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes (other than income taxes, if applicable), liens, charges and security interests with respect to the issuance thereof. (d) The Company shall from time to time take all action which may be necessary to effect so that the Warrant Shares, immediately upon their issuance upon the exercise of all this Warrant (without regard to any limitations Warrants, will be listed on exercise contained herein) (a principal securities exchange, automated quotation system or other market within the “Required Reserve Amount”) (an “Authorized Share Failure”)United States of America, then the Company shall immediately take all action necessary to increase the Company’s authorized if any, on which other shares of the Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentenceare then listed, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalif any.

Reservation of Warrant Shares. The Company covenants that it will will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which Warrant Shares that are then initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons persons other than the Holder (taking into account the adjustments and restrictions in of Section 29). Such reservation shall comply with The failure of the provisions Company to reserve and keep available out of Section 1. the aggregate of its authorized but unissued and otherwise unreserved Common Stock a sufficient number of shares of Common Stock to enable it to issue Warrant Shares upon exercise of this Warrant as herein provided is referred to herein as an “Authorized Share Failure.” The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessablenon-assessable. The Company will take all such actions action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listedlisted or of any contract to which the Company or any of its subsidiaries is bound. IfThe Company further covenants that it will not, notwithstanding without the foregoingprior written consent of the Holder, and not in limitation thereof, take any actions to increase the par value of the Common Stock at any time while this Warrant remains outstanding the Company does not have a sufficient number is outstanding. In furtherance of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for obligations set forth in this entire Warrant. Without limiting the generality of the foregoing sentenceSection 8, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty ninety (6090) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Company covenants that it (a) Holdings will at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued Series A Common Stock and otherwise unreserved Post-IPO Common StockStock or its authorized and issued Series A Common Stock or Post-IPO Common Stock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Series A Common Stock as shall from time to time or Post-IPO Common Stock which may then be necessary to effect deliverable upon the exercise of all this Warrant outstanding Warrants. (without regard to any limitations on exercise contained hereinb) Holdings or, if appointed, the transfer agent for the Common Stock (the “Required Reserve AmountTransfer Agent”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized and every subsequent transfer agent for any shares of Common Holdings Capital Stock to an amount sufficient to allow issuable upon the Company exercise of any of the rights of purchase aforesaid will be irrevocably authorized and directed at all times to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares as shall be required for such purpose. Holdings will keep a copy of Common Stockthis Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of Holdings Capital Stock issuable upon the exercise of the rights of purchase represented by the Warrants. In connection Holdings will supply such Transfer Agent with duly executed certificates for such meetingpurposes and will provide or otherwise make available any cash which may be payable as provided in Section 7 hereof. Holdings will furnish such Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder pursuant to Section 8 hereof. (c) Before taking any action which would cause an adjustment pursuant to Section 6 hereof to reduce the Company shall provide each stockholder effective Exercise Price below the then par value (if any) of the Warrant Shares, Holdings will take any corporate action which may, in the opinion of its counsel (which may be counsel employed by Holdings), be necessary in order that Holdings may validly and legally issue fully paid and nonassessable Warrant Shares at the effective Exercise Price. (d) Holdings covenants that all Warrant Shares which may be issued upon exercise of Warrants will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with a proxy statement and respect to the issuance thereof. (e) Holdings shall use its reasonable best efforts (including, if necessary, obtaining an amendment to solicit its stockholders’ approval the Charter) to ensure that there remains a sufficient number of such increase in authorized shares of Series A Common Stock or Post-IPO Common Stock, as the case may be, that are authorized under the Charter and unissued to cause its board of directors to recommend to the stockholders that they approve such proposalsatisfy Holdings obligations under this Agreement.

Reservation of Warrant Shares. The Company covenants that it will at all times while this Warrant is outstanding it will reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Class A-1 Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which Warrant Shares that are then initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 19 below). The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessablenonassessable and free from all taxes, liens and charges created by the Company in respect of the original issuance thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company covenants that at all times while this Warrant is outstanding it will reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved, solely for the purpose of enabling it to issue shares of Common Stock upon conversion of the Warrant Shares (the “Underlying Common”), the number of shares of Common Stock issuable upon conversion of the Warrant Shares. The Company covenants that all Underlying Common so issuable and deliverable shall, upon issuance in accordance with the provisions of the Company’s Certificate of Incorporation and the Certificate of Designation of Preferences, Rights and Limitations Class A-1 Convertible Preferred Stock (the “Charter Documents”), be duly and validly authorized, issued and fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the original issuance thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company will take all such actions action as may be reasonably necessary to assure that such shares of Class A-1 Stock and Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Class A-1 Stock or the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Reservation of Warrant Shares. The Company covenants that it will will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights Purchase Rights (as defined below) of Persons persons other than the Holder (taking into account the adjustments and restrictions in of Section 29). Such reservation shall comply with The failure of the provisions Company to reserve and keep available out of Section 1. the aggregate of its authorized but unissued and otherwise unreserved Common Stock a sufficient number of shares of Common Stock to enable it to issue Warrant Shares upon exercise of this Warrant as herein provided is referred to herein as an “Authorized Share Failure.” The Company covenants that all shares of Common Stock Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessablenon-assessable. The Company will take all such actions as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed, or of any contract to which the Company or any of its subsidiaries is bound. IfThe Company further covenants that it will not, notwithstanding without the foregoingprior written consent of the Holder, and not in limitation thereof, take any actions to increase the par value of the Common Stock at any time while this Warrant remains outstanding the Company does not have a sufficient number is outstanding. In furtherance of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for obligations set forth in this entire Warrant. Without limiting the generality of the foregoing sentenceSection 8, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) 120 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit the approval of its stockholders’ approval stockholders of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC a definitive Information Statement on Schedule 14C, and such obligation shall be deemed satisfied on the 21st calendar day after such filing is accepted.

Reservation of Warrant Shares. 9.1 The Company covenants that it will shall at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and otherwise unreserved issued Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. The Warrant Agent is not required to verify availability of such shares set aside by the Company. 9.2 The Company or, if appointed, the transfer agent for the Common Stock (the “ Transfer Agent ”) and every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon the exercise of any of the Warrants is hereby irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company shall keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon the exercise of the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time be necessary from such Transfer Agent the stock certificates required to effect honor outstanding Warrants upon exercise thereof in accordance with the exercise terms of this Agreement. The Company shall supply such Transfer Agent with duly executed certificates for such purposes. The Company shall furnish such Transfer Agent a copy of all this Warrant notices of adjustments and certificates related thereto, transmitted to each holder pursuant to Section 13 hereof. 9.3 Before taking any action which would cause an adjustment pursuant to Section 11 hereof to reduce the Exercise Price below the then par value (without regard to any limitations on exercise contained hereinif any) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share FailureWarrant Shares, the Company shall hold a meeting take any commercially reasonable corporate action which may, in the opinion of its stockholders for counsel (which may be counsel employed by the approval of an increase Company), be necessary in the number of authorized shares of Common Stock. In connection with such meeting, order that the Company shall provide each stockholder may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. 9.4 The Company shall, upon exercise of Warrants and payment of the Exercise Price therefor, issue Warrant Shares that are fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend respect to the stockholders that they approve such proposalissue thereof.

Reservation of Warrant Shares. The Company covenants that it will shall at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and otherwise unreserved issued Common StockStock held in its treasury, solely for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant as herein providedWarrants, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. The Company or, if appointed, the transfer agent for the Common Stock and each transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants (collectively, the "Transfer Agent") will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company shall keep a copy of this Agreement on file with the Transfer Agent. The Company will supply the Transfer Agent with duly executed certificates for such purposes and will provide or otherwise make available all other consideration that may be deliverable upon exercise of the Warrants. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto, transmitted to each Holder pursuant to Section 13 hereof. Before taking any action which would cause an adjustment pursuant to Section 11 hereof to reduce the Exercise Price below the then par value of the Warrant Shares, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. The Company covenants that all Warrant Shares and other capital stock issued upon exercise of Warrants will, upon payment of the Exercise Price therefor and issue, be validly authorized and issued, fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof (subject to the provisions of the Standstill Agreement and the Registration Rights Agreement). The Company shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action which may be necessary to increase or appropriate so that the Company’s authorized Common Stock issuable upon conversion of Warrant Shares following an exercise of Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of the same class of Common Stock to an amount sufficient to allow of the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposalare then listed.