Common use of Rule 416 Clause in Contracts

Rule 416. The Company and the Investors each acknowledge that an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Act so as to include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, and (ii) if permitted by law, by reason of reductions in the Conversion Price (as defined in the Certificate of Designations) of the Preferred Shares in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate of Designations) to decrease as the price of the Common Stock decreases (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that the Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company takes a position adverse to the position that the Registration Statement filed hereunder covers all of the Rule 416 Securities, then the Company shall immediately provide to each Investor written notice setting forth the basis for the Company's position and the authority therefor.

Rule 416. The Company and the Investors each acknowledge that an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Act so as to include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, transactions and (ii) if permitted by law, by reason of reductions in the Conversion Price (as defined in the Certificate of Designations) of the Preferred Shares in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate of Designations) to decrease as the price of the Common Stock decreases (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that the Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company takes a position adverse to the position that the Registration Statement filed hereunder covers all of the Rule 416 Securities, then the Company shall immediately provide to each Investor written notice setting forth the basis for the Company's position and the authority therefor.

Rule 416. The Company and the Investors each acknowledge that an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Act so as to include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, transactions and (ii) if permitted by law, by reason of reductions in the Conversion Price (as defined in the Certificate Articles of DesignationsAmendment) of the Preferred Shares in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate Articles of DesignationsAmendment) to decrease as the bid price of the Common Stock decreases (collectively, the "RULE Rule 416 SECURITIESSecurities"). In this regard, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that the Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company takes a position adverse to the position reasonably determines that the Registration Statement filed hereunder covers does not cover all of the Rule 416 Securities, then the Company shall immediately provide to each Investor written notice setting forth the basis for the Company's position and the authority therefor.

Rule 416. The Company and the Investors each acknowledge that an -------- indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Act so as to include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, transactions and (ii) if permitted by law, by reason of reductions in the Conversion Price (as defined in the Certificate Statement of Designations) of the Preferred Shares Stock in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate Statement of Designations) to decrease as the bid price of the Common Stock decreases (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that the Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company takes a position adverse to the position determines that the Registration Statement filed hereunder covers does not cover all of the Rule 416 Securities, then the Company shall immediately provide to each Investor written notice setting forth the basis for the Company's position and the authority therefor.

Rule 416. The Company and the Investors each acknowledge that an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Act so as to include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, transactions and (ii) if permitted by law, by reason of reductions in the Conversion Price (as defined in the Certificate Articles of DesignationsAmendment) of the Preferred Shares in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate Articles of DesignationsAmendment) to decrease as the bid price of the Common Stock decreases (collectively, the "RULE Rule 416 SECURITIESSecurities"). In this regard, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that the Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company takes a position adverse to the position determines that the Registration Statement filed hereunder covers does not cover all of the Rule 416 Securities, then the Company shall immediately provide to each Investor written notice setting forth the basis for the Company's position and the authority therefor.