Common use of Shares to be Fully Paid; Reservation of Shares Clause in Contracts

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Exercise Price (as defined described in Section 4 hereof) (i) if the total number of shares of the Company’s Common Stock Warrant Shares issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles Certificate of Incorporation, as amended and restated from time to time (the “Charter”) or (ii) if the par value per share of the Common Stock would exceed the Exercise Price.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that agrees: (i) That all Warrant Shares that Common Stock which may be issued upon the exercise of the rights represented by this Warrant Warrant, will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder pre-emptive rights, and free of all taxes, liens and charges with respect to the issue issuance thereof. The ; (ii) Without limiting the generality of the foregoing, that the Company further covenants and agrees that, will from time to time take all such action as may be necessary to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective Warrant Exercise Price per share of the Common Stock issuable pursuant to this Warrant; (iii) That during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, reserved for the purpose of issue or transfer the issuance upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required Stock to provide for the exercise or conversion of the rights represented by this Warrant. The ; (iv) That the Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock issuable upon the exercise hereof may be so issued as provided herein without violation of any applicable law or regulation, regulation or of any requirements of any domestic securities exchange or market upon which any capital stock of the stock Company may be listed. The listed or traded; (v) That the Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock issuable after such action and upon exercise or conversion of all outstanding warrantswarrants and other rights to purchase or acquire Common Stock, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon the conversion of all convertible securities Common Stock then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation. In the event any stock or securities of the Company other than Common Stock are issuable upon the exercise hereof, the Company will take or refrain from taking any action referred to in clauses (i) through (v) of this Paragraph 2 as though such clauses applied to such other shares or securities then issuable upon the exercise hereof; (vi) The Company has all requisite corporate power and authority to execute and deliver this Warrant; the execution and delivery of this Warrant have been duly and validly authorized by the Company's Board of Directors and no other corporate proceedings on the part of the Company are necessary to authorize this Warrant; this Warrant has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; (vii) No order, permit, consent, approval, license, authorization or validation of, and no registration or filing of notice with, any governmental entity is necessary to authorize or permit, or is required in connection with, the execution, delivery or performance of this Warrant or the consummation by the Company of the transactions contemplated hereby; and (viii) Neither the execution, delivery nor compliance by the Company with any of the provisions hereof will (a) violate, conflict with or result in any breach of any provision of the Company's charter documents, (b) result in a violation or breach or termination of, or constitute a default under or conflict with any provision of, any note, bond, mortgage, indenture, license, lease, agreement or other instrument or obligation to which the Company is subject, or (c) violate any judgment, order, writ, injunction, decree, award, statute, rule or regulation to which the Company is subject.

Shares to be Fully Paid; Reservation of Shares. The Company covenants ---------------------------------------------- and agrees that all Warrant Shares that shares of Common Stock which may be issued directly or indirectly upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof; and without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such action as may be requisite to assure that the par value (if any) per share of the Common Stock is at all times equal to or less than the then effective Warrant Purchase Price per share of the Common Stock issuable pursuant to this Warrant. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized authorized, and reserved, reserved for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued its Common Stock, or other securities and property, when and as required Stock to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be so issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which any class of Common Stock of the stock Company may be listed. The Company will not take any action which would result in any adjustment of the Stock Warrant Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantsthis Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options Options (as hereinafter defined) (other than this Warrant) and upon the conversion of all convertible securities Convertible Securities (as hereinafter defined) then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants ----------------------------------------------- and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such commercially reasonable action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities men outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company's Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, outstanding would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that (and shares of its Common Stock reserved for issuance upon net exercise of such Warrant Shares) which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at shall take all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, steps necessary to cause a sufficient number of shares of the Company’s authorized but unissued capital stock (and shares of its Common StockStock for issuance on net exercise of such capital stock, or other securities and property, if any) to be authorized when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s capital stock (and shares of Common Stock for issuance on net exercise of such capital stock, if any) may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 hereof) if the total number of shares of the Company’s Common Stock capital stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of capital stock of the same class and series as such capital stock then outstanding and all shares of capital stock of the same class and series as such capital stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of capital stock of the Company’s Common Stock same class and series as the Warrant Shares then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Warrant Exercise Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company’s 's Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under Federal or State securities laws with respect to such exercise. The Company will not take any action which would result in any adjustment of the Stock Purchase Exercise Price (as defined set forth in Section 4 3 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles Articles/Certificate of IncorporationIncorporation (the “Company Charter”).

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company’s 's Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securites then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and nonassessable, free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, Stock when and as required to provide for the exercise or conversion in full of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may Common Stock is listed; provided, however, that the Company shall not be listedrequired to effect a registration under federal or state securities laws with respect to such exercise. The Company will not take If at any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if time the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantspursuant hereto, together with all the maximum number of shares then outstanding and all shares then of Common Stock issuable upon conversion, exchange or exercise of (i) all then-outstanding securities (whether debt or equity) of the Company convertible or exchangeable for Common Stock and (ii) all then-outstanding warrants and options and upon the conversion of all convertible securities then outstandingto purchase Common Stock, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's articles of Incorporationincorporation but unissued, the Company shall promptly amend its articles of incorporation to increase the number of authorized shares of Common Stock such that there shall be a sufficient number of authorized and unissued shares of Common Stock available at all times to effect the exercise hereof.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without material violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant the Exercise Shares that which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue issuance thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercisedExercise Period, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued shares of Common Stock, or other securities and property, Stock when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The , and the Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Exercise Price (as defined in Section 4 hereofi) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company’s Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Common Stock, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable non-assessable and free from all preemptive rights of any stockholder shareholder and free of all transfer taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under federal or state securities or “Blue Sky” laws with respect to this Warrant or the shares of Common Stock issuable upon exercise hereof. The Company will not take any action which would result in any adjustment of the Stock Purchase Exercise Price (as defined set forth in Section 4 3 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities and other equity purchase rights then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles Certificate of IncorporationIncorporation (the “Company Charter”).

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reservedreserved or, shall upon request of the Holder authorize and reserve, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed, including, but not limited to, amending its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock; provided, however, that the Company shall not be required to effect a registration under Federal or State securities laws with respect to such exercise. The Company will not take any action which that would result in any adjustment of the Stock Purchase Price (as defined set forth in Section 4 3 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantswarrants and options, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon the conversion of all convertible securities Common Stock then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant the Exercise Shares that which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue issuance thereof. The Company further covenants and agrees thatthat from and after the date of the Initial Closing Date, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued shares of Common Stock, as the case may be, and Common Stock issuable upon conversion of the shares of Common Stock or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The , and the Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Exercise Price (as defined in Section 4 hereofi) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles Certificate of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Common Stock, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, Stock when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 hereof) (i) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles Certificate of Incorporation, (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of the Company’s preferred stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation or (iii) if the par value per share of the Common Stock would exceed the Stock Purchase Price.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. Without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be requisite to assure that the par value per share of the Series D Preferred Stock is at all times equal to or less than the then effective Exercise Price per share of the Series D Preferred Stock issuable upon exercise of this Warrant. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized the power and reserved, authority to reserve for the purpose of issue or future issuance and transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required Series D Preferred Stock to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Series D Preferred Stock may be so issued as provided herein without violation of any applicable securities or corporate law or regulation, or of any requirements of any domestic securities exchange upon which the stock Series D Preferred Stock of the Company may be listed. The Company will not take any action which would result in any adjustment the number of the shares of Series D Preferred Stock Purchase Price (as defined in Section 4 hereof) if outstanding exceeding the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Series D Preferred Stock then authorized by the Company’s Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. (a) The Company covenants ---------------------------------------------- and agrees that all Warrant Shares that which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. . (b) The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, use its reasonable best efforts to cause a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, Stock to be authorized when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Without the prior written consent of the holder of this Warrant, the Company will not take any action which would result in any adjustment of the Stock Share Purchase Price (as defined described in Section 4 5 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 3 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares then outstanding and all shares of Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company represents, warrants, covenants and agrees that that: (a) this Option is, and any Option issued in substitution for or replacement of this Option will be, upon issuance, duly authorized and validly issued; (b) all Warrant Option Shares that may be issued upon the exercise of this Option will, upon issuance, be validly issued, fully paid and nonassessable, and free from preemptive or similar rights and free from all taxes, liens and charges with respect thereto (other than liens and charges arising solely from the actions and circumstances of the Holder or holder of such Option Shares); (c) the Company will at all times during the Exercise Period have authorized, and reserved, free from preemptive or similar rights and solely for the purpose of effecting the exercise of this Option, out of its authorized but unissued Class A Common Stock, a sufficient number of shares of Class A Common Stock to provide for the exercise of the rights represented by this Warrant willOption, upon issuance, which shares have not been subscribed for or otherwise committed to be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to ; (d) the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure ensure that the par value per Option Share will at all times during the Exercise Period be less than or equal to the applicable Exercise Price; (e) the Company will take all such shares of the Company’s Common Stock actions as may be necessary to ensure that all such Option Shares are issued as provided herein without violation by the Company of any applicable law Law or regulation, or of any requirements of any domestic securities exchange upon which the stock shares of Common Stock or other securities constituting Option Shares may be listed. The listed at the time of such exercise (except for official notice of issuance which will be immediately delivered by the Company upon each such issuance); (f) the Company will not take use its best efforts to cause the Option Shares, immediately upon such exercise, to be listed on any action securities exchange upon which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Class A Common Stock issuable after or other securities constituting Option Shares are listed at the time of such action upon exercise or conversion of exercise; and (g) the Company will pay all outstanding warrantsexpenses in connection with, together with all shares then outstanding and all shares then issuable taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Option Shares upon exercise of all options and upon this Option; provided, however, that in the conversion of all convertible securities then outstanding, would exceed event that Option Shares are to be issued in a name other than the total number of shares name of the Company’s Common Stock then authorized by Holder, the Company’s Articles Company may, as a condition thereto, require the payment of Incorporationa sum sufficient to reimburse it for any transfer tax incidental thereto.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company’s Certificate of Incorporation, (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Articles Certificate of IncorporationIncorporation or (iii) if the par value per share of the Preferred Stock would exceed the Stock Purchase Price.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable non-assessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under federal or state securities laws with respect to such exercise. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined set forth in Section 4 3 hereof) (i) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantswarrants and options, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all outstanding shares of Common Stock, together with all shares of Common Stock then issuable upon the conversion of all shares of Common Stock then issuable upon exercise of all outstanding warrants and options, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all warrants and options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed; PROVIDED, HOWEVER, that the Company shall not be required to effect a registration under Federal or State securities laws with respect to such exercise (except as contemplated by the Purchase Agreement). The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in adjusted under Section 4 3 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants ---------------------------------------------- and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s 's Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Common Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees agrees: (a) that all Warrant Shares shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The ; (b) that the Company further covenants and agrees will from time to time take all such action as may be required to assure that the par value, if any, per share of Common Stock is at all times equal to or less than the then-effective Warrant Purchase Price per share of Common Stock issuable pursuant to this Warrant; (c) that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized authorized, and reserved, reserved for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required Stock to provide for the full exercise or conversion of the rights represented by this Warrant. The ; (d) that the Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock issuable upon the exercise hereof may be so issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which ; and (e) that the stock may be listed. The Company will not take any action which that would result in any adjustment of the Stock Warrant Purchase Price if (as defined in Section 4 hereofi) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantsthis Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed (ii) the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles Certificate of Incorporation. In the event any stock or securities of the Company other than Common Stock are issuable upon the exercise hereof, the Company will take or refrain from taking any action referred to in clauses (a) through (e) of this paragraph 2 as though such clauses apply, equally, to such other stock or securities then issuable upon the exercise hereof.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that may be issued (and shares of its Common Stock issuable upon the exercise conversion of the rights represented by this such Warrant Shares) will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercisedexercised or converted, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, use its best efforts to cause a sufficient number of shares of the Company’s authorized but unissued capital stock (and shares of Common StockStock issuable on conversion of such capital stock, or other securities and property, if any) to be authorized when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s capital stock (and shares of Common Stock issuable on conversion of such capital stock, if any) may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 3.3 hereof) if the total number of shares of the Company’s Common Stock capital stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares then outstanding of capital stock of the same class and all shares series as such capital stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of capital stock of the Company’s Common Stock same class and series as the Warrant Shares then authorized by the Company’s Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company represents, warrants, covenants and agrees that that: (a) this Warrant is, and any Warrant issued in substitution for or replacement of this Warrant will be, upon issuance, duly authorized and validly issued; (b) all Warrant Shares that may be issued upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from preemptive or similar rights and free from all taxes, liens and charges with respect thereto (other than liens and charges arising solely from the actions and circumstances of the Holder or holder of such Warrant Shares); (c) the Company will at all times during the Exercise Period have authorized, and reserved, free from preemptive or similar rights and solely for the purpose of effecting the exercise of this Warrant, out of its authorized but unissued Class A Common Stock, a sufficient number of shares of Class A Common Stock to provide for the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of which shares of have not been subscribed for or otherwise committed to be issued; (d) the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure ensure that the par value per Warrant Share will at all times during the Exercise Period be less than or equal to the applicable Exercise Price; (e) the Company will take all such shares of the Company’s Common Stock actions as may be necessary to ensure that all such Warrant Shares are issued as provided herein without violation by the Company of any applicable law Law or regulation, or of any requirements of any domestic securities exchange upon which the stock shares of Common Stock or other securities constituting Warrant Shares may be listed. The listed at the time of such exercise (except for official notice of issuance which will be immediately delivered by the Company upon each such issuance); (f) the Company will not take use its best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any action securities exchange upon which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Class A Common Stock issuable after or other securities constituting Warrant Shares are listed at the time of such action upon exercise or conversion of exercise; and (g) the Company will pay all outstanding warrantsexpenses in connection with, together with all shares then outstanding and all shares then issuable taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of all options and upon this Warrant; provided, however, that in the conversion of all convertible securities then outstanding, would exceed event that Warrant Shares are to be issued in a name other than the total number of shares name of the Company’s Common Stock then authorized by Holder, the Company’s Articles Company may, as a condition thereto, require the payment of Incorporationa sum sufficient to reimburse it for any transfer tax incidental thereto.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights rights-of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock may be listed; provided, however that nothing in this Section 3 shall be deemed to require the Company to effectuate a registration of its securities under the Securities Act. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company’s Certificate of Incorporation, (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Articles Certificate of IncorporationIncorporation or (iii) if the par value per share of the Preferred Stock would exceed the Stock Purchase Price.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant Certificate will, upon issuanceissuance by the Company, be duly authorized, and validly issued, fully paid and nonassessable nonassessable, and free from preemptive rights and free from all preemptive rights of any stockholder and free of all taxes, liens liens, duties and charges with respect thereto and, in addition, the Company covenants that it will from time to time take all such action as may be requisite to assure that the issue thereofpar value per share of the Common Stock is at all times equal to or less than the effective Exercise Price. The Company further covenants and agrees that, from and after the date hereof (the "Date of Issuance") and during the period within which the rights represented by this Warrant Certificate may be exercised, the Company will at all times have authorized and reserved, free from preemptive rights, out of its authorized but unissued shares of Common Stock, solely for the purpose of issue or transfer upon effecting the exercise or conversion of the subscription rights evidenced by this WarrantWarrants, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required Stock to provide for the exercise or conversion of the rights represented by this WarrantWarrant Certificate. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to affect the exercise of the Warrants, the Company shall take any and all corporate action as is necessary to increase it's authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company will take all such action within its control as may be necessary on its part to assure that all such shares of the Company’s Common Stock may be so issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic national securities exchange upon which the stock Common Stock of the Company may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 hereof) (i) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Stock then outstanding and all shares of Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles Certificate of Incorporation, or (ii) if the par value per share of the Stock would exceed the Stock Purchase Price.

Shares to be Fully Paid; Reservation of Shares. The Company covenants ---------------------------------------------- and agrees that all Warrant Shares that which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will use its best efforts to at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when . When and as required to provide for the exercise or conversion of the rights represented by this Warrant. The , the Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the stock Common Stock may be listed. The Company will not take any action which would result in any adjustment For purposes of this Warrant, the fair market value of one Warrant Share shall mean, to the extent it applies to the Company's Common Stock, the average of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares daily high and low trading prices of the Company’s 's Common Stock issuable after such action upon exercise on the Nasdaq National Market (or conversion of all outstanding warrants, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon other exchange or market that is the conversion of all convertible securities then outstanding, would exceed the total number of shares of primary trading market for the Company’s 's Common Stock then authorized at that time, as determined by the Company’s Articles 's Board of IncorporationDirectors in good faith) on the 20 trading days prior to the date the Warrant is exercised and, to the extent it applies to other securities or property, as determined by the Company's Board of Directors in good faith.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and non-assessable, free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, Stock when and as required to provide for the exercise or conversion in full of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein -------------------------- 2/ without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may Common Stock is listed; provided, however, that the Company shall not be listedrequired to effect a registration under federal or state securities laws with respect to such exercise. The Company will not take If at any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if time the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantspursuant hereto, together with all the maximum number of shares then outstanding and all shares then of Common Stock issuable upon conversion, exchange or exercise of (i) all then-outstanding securities (whether debt or equity) of the Company convertible or exchangeable for Common Stock and (ii) all then-outstanding warrants and options and upon the conversion of all convertible securities then outstandingto purchase Common Stock, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's articles of Incorporationincorporation but unissued, the Company shall promptly amend its articles of incorporation to increase the number of authorized shares of Common Stock such that there shall be a sufficient number of authorized and unissued shares of Common Stock available at all times to effect the exercise hereof.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and ----------------------------------------------- agrees that all Warrant Shares that which may be issued upon the exercise of the rights represented by this Warrant Warrant, will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens liens, and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under Federal or State securities laws with respect to such exercise. The Company will not take any action which would result in any adjustment of the Stock Purchase Exercise Price (as defined set forth in Section 4 2 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options option and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 hereof) (i) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles Certificate of Incorporation, as amended and restated from time to time (the “Charter”) or (ii) if the par value per share of the Common Stock would exceed the Stock Purchase Price.

Shares to be Fully Paid; Reservation of Shares. The Company ---------------------------------------------- covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued directly or indirectly upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof; and without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such action as may be requisite to assure that the par value (if any) per share of the Common Stock is at all times equal to or less than the then effective Warrant Purchase Price per share of the Common Stock issuable pursuant to this Warrant. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized authorized, and reserved, reserved for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued its Common Stock, or other securities and property, when and as required Stock to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be so issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which any class of Common Stock of the stock Company may be listed. The Company will not take any action which would result in any adjustment of the Stock Warrant Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantsthis Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options Options (as hereinafter defined) (other than this Warrant) and upon the conversion of all convertible securities Convertible Securities (as hereinafter defined) then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company represents, warrants, covenants and agrees that that: (a) this Warrant is, and any Warrant issued in substitution for or replacement of this Warrant will be, upon issuance, duly authorized and validly issued; (b) all Warrant Shares that may be issued upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from preemptive rights, liens and charges, other than liens and charges arising solely from the actions and circumstances of the Holder or holder of such Warrant Shares; (c) during the Exercise Period, the Company will at all times have authorized, and reserved, free from preemptive rights and solely for the purpose of effecting the exercise of this Warrant, out of its authorized but unissued Common Stock, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant willWarrant, upon issuance, which shares have not been subscribed for or otherwise committed to be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, ; (d) during the period within which the rights represented by this Warrant may be exercisedExercise Period, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure ensure that the par value per Warrant Share will at all times be less than or equal to the applicable Exercise Price; (e) during the Exercise Period, the Company will take all such shares of the Company’s Common Stock actions as may be necessary to ensure that all such Warrant Shares are issued as provided herein without violation by the Company of any applicable law Law or regulation, or of any requirements of any domestic securities exchange upon which the stock shares of Common Stock or other securities constituting Warrant Shares may be listed. The listed at the time of such exercise (except for official notice of issuance which will be immediately delivered by the Company upon each such issuance); (f) the Company will not take use its reasonable best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any action securities exchange upon which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock issuable after or other securities constituting Warrant Shares are listed at the time of such action upon exercise or conversion of exercise; and (g) the Company will pay all outstanding warrantsexpenses in connection with, together with all shares then outstanding and all shares then issuable documentary, stamp or similar issue or transfer taxes due on the issuance or delivery of Warrant Shares upon exercise of all options and upon this Warrant; provided, however, that, if such documentary, stamp or similar issue or transfer tax is due because the conversion of all convertible securities then outstanding, would exceed Holder has requested that the total number of shares Warrant Shares be issued in a name other than that of the Company’s Common Stock Holder, then authorized such taxes shall be paid by such Holder, and the Company’s Articles Company shall not be required to issue or deliver any stock certificate representing the Warrant Shares unless and until such Holder shall have paid to the Company the amount of Incorporationsuch tax or shall have established to the satisfaction of the Company that such tax has been paid.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all transfer taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under federal or state securities or "Blue Sky" laws with respect to this Warrant or the shares of Common Stock issuable upon exercise hereof. The Company will not take any action which would result in any adjustment of the Stock Purchase Exercise Price (as defined set forth in Section 4 3 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities and other equity purchase rights then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s 's Articles of IncorporationIncorporation (the "Company Charter").

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant willshall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will shall at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will shall take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed. The Company will shall not take any action which would result in any adjustment of the Stock Purchase Price (as defined in pursuant to Section 4 hereof) of the Exercise Price if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantsaction, together with all shares of Common Stock then outstanding and all shares then issuable upon exercise of all options and all similar rights and upon the conversion of all convertible securities then outstanding, outstanding would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's articles of Incorporationincorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants ---------------------------------------------- and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be maybe exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. (a) The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, and validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. Company further covenants and agrees that Avalor qualifies to participate under Company’s S-8 filing to receive registered shares thereunder for Services to be provided by Avalor as Services is defined in the Consulting Agreement executed contemporaneously herewith. (b) The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercisedExercise Period, the Company will at all times have authorized and reserved, reserved for issuance pursuant to the purpose exercise of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of Shares in registered form under the Company’s authorized but unissued Common Stock, or other securities and property, when and as required Act to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock Shares may be so issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock any Shares may be listed. listed or of any securities quotation market or system on or through which the Shares may be quoted for trading. (c) The Company will not take any action which during the Warrant Exercise Period that would result in any adjustment of the Stock Purchase Price number of Shares issuable upon the exercise of the Warrant if (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock Shares issuable after such action upon exercise or conversion of this Warrant, () all outstanding warrants, together with all shares Shares then outstanding and () all shares Shares then issuable (Y) upon exercise of all options Options or Convertible Securities and (Z) upon the conversion or exchange of all convertible securities Convertible Securities then outstanding, would exceed the total number of shares of the Company’s Common Stock Shares then authorized by the Company’s Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Ordinary Shares that which may be issued upon the exercise of the rights represented by this Warrant Certificate will, upon issuanceissuance by the Company, be duly authorized, and validly issued, fully paid and nonassessable nonassessable, and free from preemptive rights and free from all preemptive rights of any stockholder and free of all taxes, liens liens, duties and charges with respect thereto and, in addition, the Company covenants that it will from time to time take all such action as may be requisite to assure that the issue thereofpar value per share of the Ordinary Shares is at all times equal to or less than the effective Exercise Price. The Company further covenants and agrees that, from and after the date hereof and during the period within which the rights represented by this Warrant Certificate may be exercised, the Company will at all times have authorized and reserved, free from preemptive rights, out of its authorized but unissued Ordinary Shares, solely for the purpose of issue or transfer upon effecting the exercise or conversion of the subscription rights evidenced by this WarrantWarrants, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required Ordinary Shares to provide for the exercise or conversion of the rights represented by this WarrantWarrant Certificate. If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to affect the exercise of the Warrants, the Company shall take any and all corporate action as is necessary to increase it’s authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose. The Company will take all such action within its control as may be necessary on its part to assure that all such shares of the Company’s Common Stock Ordinary Shares may be so issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic national securities exchange upon which the stock Ordinary Shares of the Company may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants ---------------------------------------------- and agrees that all Warrant Shares that which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will use its best efforts to at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when . When and as required to provide for the exercise or conversion of the rights represented by this Warrant. The , the Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the stock Common Stock may be listed. The If for any reason the Company will does not take have available sufficient authorized but unissued shares to permit full exercise of this Warrant at any action which would result time, then it may, in any adjustment its discretion, pay to the Holder an amount in cash equal to the fair market value of the Stock Purchase Price (as defined in Section 4 hereof) if Warrant Shares the total number Holder has elected to purchase by exercise of shares this Warrant, instead of issuing Warrant Shares to the Holder. For purposes of this Warrant, the fair market value of one Warrant Share shall mean, to the extent it applies to the Company's Common Stock, the average of the daily high and low trading prices of the Company’s 's Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon on the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles of Incorporation.Nasdaq

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all transfer taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under federal or state securities or “Blue Sky” laws with respect to this Warrant or the shares of Common Stock issuable upon exercise hereof. The Company will not take any action which would result in any adjustment of the Stock Purchase Exercise Price (as defined set forth in Section 4 3 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities and other equity purchase rights then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles of IncorporationAmendment and Restatement of Charter (the “Company Charter”).

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereofthereof (other than taxes in respect of transfer occurring contemporaneously or as otherwise specified herein). The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company’s 's Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants ---------------------------------------------- and agrees that all Warrant Shares that (and shares of its Common Stock reserved for issuance upon conversion of such Warrant Shares) which may be issued upon the exercise or conversion of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercisedexercised or converted, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, use its best efforts to cause a sufficient number of shares of the Company’s authorized but unissued capital stock (and shares of its Common StockStock for issuance on conversion of such capital stock, or other securities and property, if any) to be authorized when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s capital stock (and shares of Common Stock for issuance on conversion of such capital stock, if any) may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 hereof) if the total number of shares of the Company’s Common Stock capital stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of capital stock of the same class and series as such capital stock then outstanding and all shares of capital stock of the same class and series as such capital stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of capital stock of the Company’s Common Stock same class and series as the Warrant Shares then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that (and shares of its Common Stock reserved for issuance upon net exercise of such Warrant Shares) which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at shall take all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, steps necessary to cause a sufficient number of shares of the Company’s authorized but unissued capital stock (and shares of its Common StockStock for issuance on net exercise of such capital stock, or other securities and property, if any) to be authorized when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s capital stock (and shares of Common Stock for issuance on net exercise of such capital stock, if any) may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 hereof) if the total number of shares of the Company’s Common Stock capital stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of capital stock of the same class and series as such capital stock then outstanding and all shares of capital stock of the same class and series as such capital stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles of Incorporation.,

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereofthereof (except that such shares of Common Stock will be subject to the transfer restrictions provided for herein and except for any tax imposed on Holder with respect to the gain on the exercise of the Warrant). The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 hereof) (i) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles Certificate of IncorporationIncorporation (as amended and restated from time to time, the “Charter”) or (ii) if the par value per share of the Common Stock would exceed the Stock Purchase Price.

Shares to be Fully Paid; Reservation of Shares. The Company covenants ---------------------------------------------- and agrees that all Warrant Shares that which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will use its best efforts to at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when . When and as required to provide for the exercise or conversion of the rights represented by this Warrant. The , the Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the stock Common Stock may be listed. The If for any reason the Company will does not take have available sufficient authorized but unissued shares to permit full exercise of this Warrant at any action which would result time, then it may, in any adjustment its discretion, pay to the Holder an amount in cash equal to the fair market value of the Stock Purchase Price (as defined in Section 4 hereof) if Warrant Shares the total number Holder has elected to purchase by exercise of shares this Warrant, instead of issuing Warrant Shares to the Holder. For purposes of this Warrant, the fair market value of one Warrant Share shall mean, to the extent it applies to the Company's Common Stock, the average of the daily high and low trading prices of the Company’s 's Common Stock issuable after such action upon exercise on the Nasdaq National Market (or conversion of all outstanding warrants, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon other exchange or market that is the conversion of all convertible securities then outstanding, would exceed the total number of shares of primary trading market for the Company’s 's Common Stock then authorized at that time, as determined by the Company’s Articles 's Board of IncorporationDirectors in good faith) on the ten trading days prior to the date the Warrant is exercised and, to the extent it applies to other securities or property, as determined by the Company's Board of Directors in good faith.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares shares of common stock that may be issued upon the exercise of the rights represented by this Warrant warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrantwarrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under federal or state securities laws with respect to such exercise other than as provided pursuant to the purchase agreement. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined set forth in Section 4 section 3 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantsWarrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Companycompany’s Articles certificate of Incorporationincorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereofthereof (other than taxes in respect of transfer occurring contemporaneously or as otherwise specified herein). The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares share of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company’s 's Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that which may be issued upon the exercise or conversion of the rights represented by this Warrant (and shares of its Common Stock which may be issued upon conversion of such Warrant Shares) will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercisedexercised or converted, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, use its best efforts to cause a sufficient number of shares of the Company’s authorized but unissued capital stock (and shares of its Common StockStock for issuance on conversion of such capital stock, or other securities and property, if any) to be authorized when and as required to provide for the exercise or conversion of the rights represented by this WarrantWarrant (and conversion of the Warrant Shares). The Company will take all such action as may be necessary to assure that such shares of the Company’s capital stock (and shares of Common Stock for issuance on conversion of such capital stock, if any) may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 hereof) if the total number of shares of the Company’s Common Stock capital stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of capital stock of the same class and series as such capital stock then outstanding and all shares of capital stock of the same class and series as such capital stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Series C Convertible Preferred Stock then authorized by the Company’s Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Preferred Stock then authorized by Company’s Certificate of Incorporation, (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Articles Certificate of IncorporationIncorporation or (iii) if the par value per share of the Preferred Stock would exceed the Stock Purchase Price.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under federal or state securities laws solely because of such exercise. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined set forth in Section 4 3 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company’s Articles of Incorporation, (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Articles of IncorporationIncorporation or (iii) if the par value per share of the Preferred Stock would exceed the Stock Purchase Price.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant willWarrant, upon issuance, shall be duly authorized, validly issuedissued and, upon payment of the Exercise Price, will be fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and liens, charges or other encumbrances with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will shall at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will shall take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed. The Company will shall not take any action which would result in any adjustment of the Stock Purchase Price (as defined in pursuant to Section 4 hereof) of the Exercise Price if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantsaction, together with all shares of Common Stock then outstanding and all shares then issuable upon exercise of all options and all similar rights and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants ---------------------------------------------- and agrees that all Warrant Shares that (and shares of its Common Stock reserved for issuance upon conversion of such Warrant Shares) which may be issued upon the exercise or conversion of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercisedexercised or converted, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, use its best efforts to cause a sufficient number of shares of the Company’s authorized but unissued capital stock (and shares of its Common StockStock for issuance on conversion of such capital stock, or other securities and property, if any) to be authorized when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s capital stock (and shares of Common Stock for issuance on conversion of such capital stock, if any) may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined described in Section 4 hereof4) if the total number of shares of the Company’s Common Stock capital stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of capital stock of the same class and series as such capital stock then outstanding and all shares of capital stock of the same class and series as such capital stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of capital stock of the Company’s Common Stock same class and series as the Warrant Shares then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock or other securities may be listed; provided, however, that the Company shall not be required to effect a registration under federal or state securities laws with respect to such exercise. The Company will not take any action which would result in any adjustment of the Stock Purchase Exercise Price (as defined set forth in Section 4 2 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock or Equity Securities then authorized by the Company’s Articles 's Articles/Certificate of IncorporationIncorporation ("Company Charter").

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Common Stock or any other securities which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Common Stock may be listed; provided, however, subject to the Company's obligations pursuant to that certain Registration Rights Agreement, dated as of June 8, 2000, between the Company and Holder that the Company shall not be required to effect a registration under Federal or State securities laws with respect to such exercise. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined set forth in Section 4 3 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Amended and Restated Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees agrees: (a) that all Warrant Shares that shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The ; (b) without limiting the generality of the foregoing, that the Company further covenants and agrees will from time to time take all such action as may be required to assure that the par value, if any, per share of Common Stock is at all times equal to or less than the then effective Warrant Purchase Price (as hereinafter defined) per share of Common Stock issuable pursuant to this Warrant; (c) that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized authorized, and reserved, reserved for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required Stock to provide for the full exercise or conversion of the rights represented by this Warrant. The ; (d) that the Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock issuable upon the exercise hereof may be so issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which ; and (e) that the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Warrant Purchase Price if (as defined in Section 4 hereofI) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantsthis Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options Options (as hereinafter defined) and upon the conversion of all convertible securities Convertible Securities (as hereinafter defined) then outstanding, would exceed (ii) the total number of shares of the Company’s Common Stock then authorized by the Company’s 's Articles of IncorporationIncorporation (all such issued and issuable Common Stock being called the "Potentially Outstanding Common Stock"). In the event any stock or securities of the Company other than Common Stock are issuable upon the exercise hereof, the Company will take or refrain from taking any action referred to in clauses (a) through (e) of this paragraph 2 as though such clauses apply, equally, to such other stock or securities then issuable upon the exercise hereof.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company’s 's Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities hen outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s 's Articles of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that agrees: (a) That all Warrant Shares that Common Stock which may be issued upon the exercise of the rights represented by this Warrant Warrant, will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder pre-emptive rights, and free of all taxes, liens and charges with respect to the issue issuance thereof. The ; (b) Without limiting the generality of the foregoing, that the Company further covenants and agrees that, will from time to time take all such action as may be necessary to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective Warrant Exercise Price per share of the Common Stock issuable pursuant to this Warrant; (c) That during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, reserved for the purpose of issue or transfer the issuance upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required Stock to provide for the exercise or conversion of the rights represented by this Warrant. The ; (d) That the Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock issuable upon the exercise hereof may be so issued as provided herein without violation of any applicable law or regulation, regulation or of any requirements of any domestic securities exchange or market upon which any capital stock of the stock Company may be listed. The listed or traded; (e) That the Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock issuable after such action and upon exercise or conversion of all outstanding warrantswarrants and other rights to purchase or acquire Common Stock, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon the conversion of all convertible securities Common Stock then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles 's Certificate of Incorporation. In the event any stock or securities of the Company other than Common Stock are issuable upon the exercise hereof, the Company will take or refrain from taking any action referred to in clauses (a) through (e) of this Section 2 as though such clauses applied to such other shares or securities then issuable upon the exercise hereof; (f) The Company has all requisite corporate power and authority to execute and deliver this Warrant; the execution and delivery of this Warrant have been duly and validly authorized by the Company's Board of Directors and no other corporate proceedings on the part of the Company are necessary to authorize this Warrant; this Warrant has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; (g) No order, permit, consent, approval, license, authorization or validation of, and no registration or filing of notice with, any governmental entity is necessary to authorize or permit, or is required in connection with, the execution, delivery or performance of this Warrant or the consummation by the Company of the transactions contemplated hereby; and (h) Neither the execution, delivery nor compliance by the Company with any of the provisions hereof will (i) violate, conflict with or result in any breach of any provision of the Company's charter documents, (ii) result in a violation or breach or termination of, or constitute a default under or conflict with any provision of, any note, bond, mortgage, indenture, license, lease, agreement or other instrument or obligation to which the Company is subject, or (iii) violate any judgment, order, writ, injunction, decree, award, statute, rule or regulation to which the Company is subject.

Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that (a) all Warrant Shares that may be shares of Common Stock issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, and validly issued, fully paid and nonassessable nonassessable, free and free from clear of all Encumbrances and shall not be subject to preemptive rights or similar rights of any stockholder and free stockholders; (b) without limiting the generality of the foregoing, the Company will from time to time take all taxes, liens and charges with respect action necessary to assure that the issue thereof. The Company further covenants and agrees that, par value per share of the Common Stock is at all times less than the then effective Warrant Purchase Price; (c) at all times during the period within during which the rights represented by this Warrant may be exercised, the Company will at take all times have authorized action necessary to assure that it has authorized, and reserved, reserved for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required Stock to provide for the exercise or conversion of this Warrant in full; (d) the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may validly and legally be issued as provided herein without violation upon exercise of any applicable law or regulation, or of any the Warrants and in compliance with the requirements of all Laws and any domestic securities exchange upon which the stock Common Stock may be listed. The ; and (e) the Company will not take any action which would that could result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) hereunder if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrantsthis Warrant in full, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles Certificate of Incorporation.

Shares to be Fully Paid; Reservation of Shares. The Company covenants ---------------------------------------------- and agrees that all Warrant Shares that shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, (assuming appropriate consideration is tendered by the Holder to the Company) fully paid and nonassessable and free from all preemptive rights of any stockholder shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Preferred Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock Preferred Stock or other securities into which this Warrant is ultimately convertible may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of the Company’s Common Preferred Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company’s company's Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s 's Articles of Incorporation.