Common use of Stock Fully Paid; Reservation of Shares Clause in Contracts

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price therefor, be fully paid and nonassessable, and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. The Company will from time to time take all such action as may be required to assure that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such capital stock.

Stock Fully Paid; Reservation of Shares. All of the The Company represents, warrants, covenants and agrees that all Warrant Shares issuable which may be issued upon the exercise of the rights represented by this Warrant the Warrants will, upon issuance and receipt payment therefor in accordance with the terms of the Exercise Price thereforWarrant, be duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Company further covenants and agrees that during the period within which the rights represented by the Warrants may be exercised, the Company will at all times have authorized and reserved solely for the purpose of the issuance upon exercise of the Warrants a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by the Warrants. The Company will (a) not increase the par value of any shares of Common Stock receivable upon the exercise of any Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of each Warrant, and (c) use its reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the issuance Company to perform its obligations under this Agreement and each Warrant. Without limiting the generality of the Shares will be free from all preemptive rightsforegoing, rights of first refusal or first offer, taxes, liens and charges of whatever nature. The the Company will from time to time take all such action as may be required to assure that the stated or par value per share share, if any, of the Common Stock is at all times equal to or less than the lowest quotient obtained by dividing the then effective Exercise Price per share current exercise price of Common Stock issuable upon exercise each Warrant by the number of this Warrant. During the period within Warrant Shares into which the rights represented by this such Warrant may can from time to time be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such capital stock.

Stock Fully Paid; Reservation of Shares. All 5.1. The Corporation covenants and agrees that all shares of the Shares issuable Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price thereforissuance, be fully paid and nonassessable, non-assessable and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever naturewith respect to issuance. The Company will from time to time take all such action as may be required to assure Corporation further covenants and agrees that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During during the period within which the rights represented by this Warrant may be exercised, the Company shall Corporation will at all times have authorized and reserved for issuance the purpose of the issue upon exercise of this Warrant a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant. If the Warrant Price is listed on at any national securities exchangetime less than the par value of the Common Stock, the Company willCorporation also covenants and agrees to cause to be taken such action (whether by decreasing the par value of the Common Stock, the conversion of the Common Stock from par value to no par value, or otherwise) as will permit the exercise of this Warrant and the issuance of the Common Stock without any additional payment by the Holder hereof (other than payment of the Exercise Price and applicable transfer taxes, if permitted by the rules of such exchangeany), list and keep listed on such exchangewhich Common Stock, upon official notice of such issuance, will be fully paid and non-assessable. 5.2. The Corporation shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against impairment. Without limiting the generality of the foregoing, the Corporation will (a) not increase the par value of any shares of Common Stock above the amount payable therefor upon the exercise of this Warrant immediately prior to such capital stockincrease in par value and (b) take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price therefor, be fully paid and nonassessable, and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. The Company will from time to time take all such action as may be required to assure that the stated or par value per share of Common Series A Preferred Stock is at all times equal to or less than the then effective Exercise Price per share of Common Series A Preferred Stock issuable upon exercise of this Warrant. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Series A Preferred Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Series A Preferred Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Series A Preferred Stock issuable upon full exercise of this WarrantWarrant and sufficient reserves of shares of Common Stock issuable upon full conversion of such shares of Series A Preferred Stock. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of Common capital stock to be reserved for the purpose of the issuance of shares of Series A Preferred Stock upon the exercise of this Warrant or shares of Common Stock upon the conversion of such shares of Series A Preferred Stock require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Series A Preferred Stock issuable upon the exercise of the rights represented by this Warrant or shares of Common Stock issuable upon the conversion of such shares of Series A Preferred Stock is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such capital stock.

Stock Fully Paid; Reservation of Shares. All The Company covenants and agrees that all shares of the Shares issuable Warrant Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price thereforissuance, be fully paid and nonassessable, non-assessable and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever naturewith respect to issuance. The Company will from time to time take all such action as may be required to assure further covenants and agrees that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During during the period within which the rights represented by this Warrant may be exercised, the Company shall will at all times have authorized and reserved for issuance the purpose of the issue upon exercise of the subscription rights evidenced by this Warrant a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The If the Warrant Price is at any time less than the par value of the Warrant Stock or if the Warrant at any time is exercisable by its delivery alone and without payment of any additional consideration, the Company hereby also covenants and agrees that its issuance to cause to be taken such action (whether by decreasing the par value of the Warrant Stock, the conversion of the Warrant Stock from par value to no par value, or otherwise) as will permit the exercise of this Warrant without any additional payment by the Holder hereof (other than payment of the Warrant Price, if any, and applicable transfer taxes, if any), and the issuance of the Warrant Stock, which Warrant Stock, upon such issuance, will be fully paid and non-assessable. The Company shall constitute full authority not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to its officers who are charged with avoid the duty observance or performance of executing stock certificates to execute and issue any of the proper certificates for Shares upon the full or each partial exercise terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking if all such actions as may be necessary or appropriate to protect the rights of the Holders hereof against impairment. The Without limiting the generality of the foregoing, the Company further covenants and agrees that if will (a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant require approval above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock, free and clear of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversionliens, then the Company will in good faith claims, encumbrances and expeditiously restrictions (other than as possible endeavor to secure such approval. If and so long as the Common Stock issuable provided herein) upon the exercise of the rights represented by this Warrant is listed on Warrant, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any national securities exchange, public regulatory body having jurisdiction thereof as may be necessary to enable the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such capital stockto perform its obligations under this Warrant.

Stock Fully Paid; Reservation of Shares. All 6.1. The Corporation covenants and agrees that all shares of the Shares issuable Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price thereforissuance, be fully paid and nonassessable, non-assessable and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever naturewith respect to issuance. The Company will from time to time take all such action as may be required to assure Corporation further covenants and agrees that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During during the period within which the rights represented by this Warrant may be exercised, the Company shall Corporation will at all times have authorized and reserved for issuance the purpose of the issue upon exercise of this Warrant a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant is listed on Warrant. Notwithstanding any national adjustment required pursuant to Section 5 above, in no event shall the Exercise Price per share of Common Stock be less than the par value of the Common Stock. 6.2. The Corporation shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities exchangeor any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against impairment. Without limiting the generality of the foregoing, the Company will, if permitted by Corporation will (a) not increase the rules par value of such exchange, list and keep listed on such exchange, upon official notice of issuance, all any shares of Common Stock above the amount payable therefor upon the exercise of this Warrant immediately prior to such capital stockincrease in par value and (b) take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All 5.1. The Corporation covenants and agrees that all shares of the Shares issuable Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price thereforissuance, be fully paid and nonassessable, non-assessable and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever naturewith respect to issuance. The Company will from time to time take all such action as may be required to assure Corporation further covenants and agrees that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During during the period within which the rights represented by this Warrant may be exercised, the Company shall Corporation will at all times have authorized and reserved for issuance the purpose of the issue upon exercise of this Warrant a sufficient number of shares of its Common Preferred Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant is listed on Warrant. Notwithstanding any national adjustment required pursuant to Section 4 above, in no event shall the Exercise Price per share of Common Stock be less than the par value of the Common Stock. 5.2. The Corporation shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities exchangeor any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against impairment. Without limiting the generality of the foregoing, the Company will, if permitted by Corporation will (a) not increase the rules par value of such exchange, list and keep listed on such exchange, upon official notice of issuance, all any shares of Preferred Stock above the amount payable therefor upon the exercise of this Warrant immediately prior to such capital stockincrease in par value and (b) take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Preferred Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All 4.1 The Corporation covenants and agrees that all shares of the Shares issuable Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price thereforissuance, be fully paid and nonassessable, non-assessable and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever naturewith respect to issuance. The Company will from time to time take all such action as may be required to assure Corporation further covenants and agrees that during the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During the period within which the rights represented by this Warrant may be exercisedPeriod, the Company shall Corporation will at all times have authorized and reserved for issuance the purpose of the issue upon exercise of this Warrant a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant. If the Warrant Price is listed on at any national securities exchangetime less than the par value of the Common Stock, the Company willCorporation also covenants and agrees to cause to be 6 taken such action (whether by decreasing the par value of the Common Stock, the conversion of the Common Stock from par value to no par value, or otherwise) as will permit the exercise of this Warrant and the issuance of the Common Stock without any additional payment by the Holder hereof (other than payment of the Warrant Price and applicable transfer taxes, if permitted by the rules of such exchangeany), list and keep listed on such exchangewhich Common Stock, upon official notice of such issuance, will be fully paid and non-assessable. 4.2 The Corporation shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against impairment. Without limiting the generality of the foregoing, the Corporation will (a) not increase the par value of any shares of Common Stock above the amount payable therefor upon the exercise of this Warrant immediately prior to such capital stockincrease in par value and (b) take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All 4.1 The Corporation covenants and agrees that all shares of the Shares issuable Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price thereforissuance, be fully paid and nonassessable, non-assessable and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever naturewith -5- C/M: 11926.0033 414869.5 respect to issuance. The Company will from time to time take all such action as may be required to assure Corporation further covenants and agrees that during the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During the period within which the rights represented by this Warrant may be exercisedPeriod, the Company shall Corporation will at all times have authorized and reserved for issuance the purpose of the issue upon exercise of this Warrant a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant. If the Warrant Price is listed on at any national securities exchangetime less than the par value of the Common Stock, the Company willCorporation also covenants and agrees to cause to be taken such action (whether by decreasing the par value of the Common Stock, the conversion of the Common Stock from par value to no par value, or otherwise) as will permit the exercise of this Warrant and the issuance of the Common Stock without any additional payment by the Holder hereof (other than payment of the Warrant Price and applicable transfer taxes, if permitted by the rules of such exchangeany), list and keep listed on such exchangewhich Common Stock, upon official notice of such issuance, will be fully paid and non-assessable. 4.2 The Corporation shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against impairment. Without limiting the generality of the foregoing, the Corporation will (a) not increase the par value of any shares of Common Stock above the amount payable therefor upon the exercise of this Warrant immediately prior to such capital stockincrease in par value and (b) take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All The Company covenants and agrees that all shares of the Shares issuable Warrant Stock which may be issued upon the exercise of the rights represented by this Warrant and payment of the Warrant Price will, upon issuance and receipt of the Exercise Price thereforissuance, be fully paid and nonassessable, non-assessable and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever naturewith respect to issuance. The Company will from time to time take all such action as may be required to assure further covenants and agrees that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During during the period within which the rights represented by this Warrant may be exercised, the Company shall will at all times have authorized and reserved for issuance the purpose of the issue upon exercise of the subscription rights evidenced by this Warrant a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The If the Warrant Price is at any time less than the par value of the Warrant Stock or if the Warrant at any time is exercisable by its delivery alone and without payment of any additional consideration, the Company hereby also covenants and agrees that its issuance to cause to be taken such action (whether by decreasing the par value of the Warrant Stock, the conversion of the Warrant Stock from par value to no par value, or otherwise) as will permit the exercise of this Warrant without any additional payment by the Holder hereof (other than payment of the Warrant Price, if any, and applicable transfer taxes, if any), and the issuance of the Warrant Stock, which Warrant Stock, upon such issuance, will be fully paid and non-assessable. The Company shall constitute full authority not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to its officers who are charged with avoid the duty observance or performance of executing stock certificates to execute and issue any of the proper certificates for Shares upon the full or each partial exercise terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking if all such actions as may be necessary or appropriate to protect the rights of the Holders hereof against impairment. The Without limiting the generality of the foregoing, the Company further covenants and agrees that if will (a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant require approval above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock, free and clear of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversionliens, then the Company will in good faith claims, encumbrances and expeditiously restrictions (other than as possible endeavor to secure such approval. If and so long as the Common Stock issuable provided herein) upon the exercise of the rights represented by this Warrant is listed on Warrant, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any national securities exchange, public regulatory body having jurisdiction thereof as may be necessary to enable the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such capital stockto perform its obligations under this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Transaction Warrant will, upon issuance and receipt of the Exercise Price therefor, be fully paid and nonassessable, and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. The Company will from time to time take all such action , except as may be required set forth in that certain Stockholders Agreement (the "Stockholders Agreement") of even date herewith by and among the Company and the Company's stockholders named therein, with respect to assure that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrantissuance thereof. During the period within which the rights represented by this Transaction Warrant may be exercised, the Company shall use its best efforts, including soliciting its stockholders for requisite approval, to at all times have authorized and reserved for issuance a sufficient number of shares of its Series B Preferred Stock, or its Common Stock if the Series B Preferred Stock has been mandatorily converted to Common Stock, to provide for the full exercise of the rights represented by this Warrant and a sufficient number Transaction Warrant. In connection with any amendment to the Company's Certificate of Incorporation (the "Certificate of Incorporation") to effect the foregoing, the Holder will vote all shares of its Common Stock to provide for the full conversion Company's capital stock held by such Holder in favor of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrantamendment. The Company hereby agrees that its the issuance of this Transaction Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants Transaction Warrant and agrees that if any shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise any conversion of the rights represented by this Warrant is listed on all or any national securities exchange, the Company will, if permitted by the rules portion of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such capital stockShares.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price therefor, be fully paid and nonassessable, and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. The Company will from time to time take all such action as may be required to assure that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a .a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common StockWarrant. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares shares. of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any any. Federal or state law before such shares may be validly issued or delivered upon exercise or conversionexercise, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such capital stock.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and receipt of the Exercise Price thereforconditions herein, be fully paid and nonassessable, and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, and taxes, liens and charges of whatever nature. The Company will from time with respect to time take all such action as may be required to assure that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrantissue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company shall will at all times have authorized authorized, and reserved for issuance the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock Series Preferred to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such the Series Preferred into Common Stock. In the event that the Warrant is exercisable for shares of Common Series D Preferred Stock, the Holder acknowledges that the Company does not currently have authorized Series D Preferred Stock to allow the exercise of the Warrants for shares of Series D Preferred Stock. The Company covenants that during the term the Warrant is exercisable and in the event that the Company authorizes Series D Preferred Stock in connection with the Qualified Financing, the Company will (a) reserve from its authorized and unissued Series D Preferred Stock, a sufficient number of shares to provide for the issuance of Series D Preferred Stock upon the exercise of the Warrant (and shares of its Common Stock for issuance on conversion of such Series D Preferred Stock) which shall be duly authorized, and when issued in accordance with the Warrant, fully paid and non-assessable, and (b) from time to time take all steps necessary steps, within the reasonable opinion of legal counsel, and use its commercially reasonable efforts to amend its certificate Certificate of incorporation and other organizational documents Incorporation to provide sufficient reserves of shares of Common Series D Preferred Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant is listed (and shares of its Common Stock for issuance on any national securities exchange, the Company will, if permitted by the rules conversion of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such capital stockSeries D Preferred Stock).

Stock Fully Paid; Reservation of Shares. All 4.1 The Corporation covenants and agrees that all shares of the Shares issuable Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price thereforissuance, be fully paid and nonassessable, non-assessable and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever naturewith -5- C/M: 11926.0033 420384.3 respect to issuance. The Company will from time to time take all such action as may be required to assure Corporation further covenants and agrees that during the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During the period within which the rights represented by this Warrant may be exercisedPeriod, the Company shall Corporation will at all times have authorized and reserved for issuance the purpose of the issue upon exercise of this Warrant a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common Stock. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise or conversion, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant. If the Warrant Price is listed on at any national securities exchangetime less than the par value of the Common Stock, the Company willCorporation also covenants and agrees to cause to be taken such action (whether by decreasing the par value of the Common Stock, the conversion of the Common Stock from par value to no par value, or otherwise) as will permit the exercise of this Warrant and the issuance of the Common Stock without any additional payment by the Holder hereof (other than payment of the Warrant Price and applicable transfer taxes, if permitted by the rules of such exchangeany), list and keep listed on such exchangewhich Common Stock, upon official notice of such issuance, will be fully paid and non-assessable. 4.2 The Corporation shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against impairment. Without limiting the generality of the foregoing, the Corporation will (a) not increase the par value of any shares of Common Stock above the amount payable therefor upon the exercise of this Warrant immediately prior to such capital stockincrease in par value and (b) take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price therefor, be fully paid and nonassessable, and the issuance of the Shares will be free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. The Company will from time to time take all such action as may be required to assure that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Exercise Price per share of Common Stock issuable upon exercise of this Warrant. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the full conversion of such shares of Common StockWarrant. The Company shall take all steps necessary to amend its certificate of incorporation and other organizational documents to provide sufficient reserves of shares shares. of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares of Common Stock upon the exercise of this Warrant require approval of any governmental authority under any any. Federal or state law before such shares may be validly issued or delivered upon exercise or conversionexercise, then the Company will in good faith and expeditiously as possible endeavor to secure such approval. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such capital stock.