Common use of STOCK TO BE RESERVED Clause in Contracts

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quoted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor therefore or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which that results in any adjustment of the Warrant Price under this Section 2, if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will shall at all times reserve and keep available out of its authorized Common StockStock or its treasury shares, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required requisite to ensure assure that, in the event that the Company designates a par value per share of Common Stock, the par value per share, if any, share of the Common Stock is shall be at all times equal to or less than the effective Warrant Price. The Company will shall take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will shall not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate Articles of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized Series D Preferred Stock and Common Stock, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Series D Preferred Stock as shall then be issuable upon the exercise of this WarrantWarrant and such number of shares of Common Stock as shall be issuable upon conversion of such Series D Preferred Stock. The Company shall from time to time in accordance with applicable law increase the authorized amount of its Series D Preferred Stock and/or Common Stock if at any time the number of shares of Series D Preferred Stock and/or Common Stock remaining unissued and available for issuance shall not be sufficient to permit exercise of this Warrant and the conversion of such shares of Series D Preferred Stock to Common Stock. The Company covenants that that, upon issuance in accordance with the terms of this Warrant, all shares of Common Series D Preferred Stock which shall be so issued, issued and any Common Stock issued upon full payment the conversion of the Warrant Price therefor or as otherwise set forth hereinsuch Series D Preferred Stock, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure assure that all such shares of Series D Preferred Stock and Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock shares of capital stock of the Company may be listed or quoted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shareslisted.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock Stork may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quoted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company Corporation will at all times reserve and keep available out of its authorized Common StockSeries A Preferred Stock or its treasury shares thereof, solely for the purpose of issuance issue upon the exercise of this Warrant as herein provided, such number of shares of Series A Preferred Stock as shall then be issuable upon the exercise of this Warrant. The Corporation will at all times also reserve and keep available out of its authorized Common Stock or its treasury shares thereof, solely for the purpose of issue upon the conversion of the Series A Preferred Stock as shall then be issuable upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of the Series A Preferred Stock issuable upon the exercise of this Warrant. The Company Corporation covenants that all shares of Series A Preferred Stock and Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company Corporation will take all such action as may be necessary to ensure assure that all such shares of Series A Preferred Stock or Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company Corporation may be listed or quotedlisted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company Corporation has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor therefore or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which that results in any adjustment of the Warrant Price under this Section 2, if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company Corporation will at all times reserve and keep available out of its authorized but unissued Common Stock, Stock solely for the purpose of issuance upon the exercise conversion of this Warrant the Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise conversion of this Warrantall outstanding shares or fractions of shares of Preferred Stock. The Company covenants that all All shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable and free from all taxesliens, liens duties and charges with respect to arising out of or by reason of the issue thereofthereof (including, without limitation, in respect of taxes), shall be approved for listing on the New York Stock Exchange (or any other national securities exchange on which the Common Stock is listed) and, without limiting the generality of the foregoing, the Company Corporation covenants that it will from time to time take all such action as may be required requisite to ensure assure that the par value per share, if any, share of the Common Stock is at all times equal to or less than the effective Warrant Conversion Price. The Company Corporation will take all such action within its control as may be necessary on its part to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company Corporation may be listed or quotedlisted. The Company Corporation will not take any action which results in any adjustment of the Warrant Conversion Price if after such action the total number of shares of Common Stock issued and outstanding and thereafter issuable after such action upon exercise of this Warrant all Options and conversion of Convertible Securities, including upon conversion of the Preferred Stock, would exceed the total number of shares of such class of Common Stock then authorized by the Company's Corporation’s Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. (a) The Company Corporation will at all times reserve and keep available out of its authorized Common Series A Preferred Stock, solely for the purpose of issuance issue upon the exercise of this Warrant as herein provided, such number of shares of Common Series A Preferred Stock as shall will then be issuable upon the exercise of this Warrant. The Company Corporation will from time to time in accordance with applicable law increase the authorized amount of its Series A Preferred Stock if at any time the number of shares of Series A Preferred Stock remaining unissued and available for issuance will not be sufficient to permit exercise of this Warrant. The Corporation covenants that all shares of Common Series A Preferred Stock which shall will be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall issued will be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company Corporation will take all such action as may be necessary to ensure assure that all such shares of Series A Preferred Stock may be so issued without violation of any applicable law or regulation, or of any requirements of any national securities exchange upon which shares of capital stock of the Corporation may be listed. (b) The Corporation will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon the conversion of the Series A Preferred Stock issuable upon exercise of this Warrant as herein provided, such number of shares of Common Stock as will then be issuable upon conversion of the Series A Preferred Stock issuable upon exercise of this Warrant. The Corporation will from time to time in accordance with applicable law increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance will not be sufficient to permit conversion of the shares of Series A Preferred Stock issuable upon exercise of this Warrant. The Corporation covenants that all shares of Common Stock which will be so issued will be duly and validly issued and fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Corporation will take all such action as may be reasonably necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock shares of capital stock of the Company Corporation may be listed or quoted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shareslisted.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, issued upon full payment of the Warrant Price therefor or as otherwise other-wise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock may be so issued issu ed without violation of any applicable law or regulation, or of any requirement of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate Articles of IncorporationI ncorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company (a) Subject to the receipt of the Stockholder Approval described in subsection (b) below, the Corporation will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance issue upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall will then be issuable upon the exercise of this Warrant. The Company Corporation covenants that all shares of Common Stock which shall will be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall issued will be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company Corporation will take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which shares of capital stock of the Corporation may be listed. (b) The Holder understands and acknowledges that the Corporation does not currently have enough authorized shares to enable it to reserve Common Stock for issuance pursuant to exercise of the Company may Warrant. Accordingly, notwithstanding any other term and condition of this Warrant, the Holder agrees that its right to exercise this Warrant will be listed or quoted. The Company will not take any action which results in any adjustment conditioned upon approval by the stockholders of the Warrant Price if Corporation ("Stockholder Approval") of an amendment of the total -------------------- Corporation's certificate of incorporation to increase the number of authorized shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of to at least 12,500,000 shares of Common Stock then creating at least 250,000 shares of authorized by the Company's Certificate and unissued shares of Incorporation. The Company has not granted and Common Stock which thereupon will not grant any right of first refusal with respect to shares issuable be reserved for issuance upon exercise of this Warrantthe Warrant as provided in subsection (a) above. The Corporation shall submit a proposal to increase the authorized shares in the foregoing amount for consideration by its shareholders at its upcoming annual general meeting currently scheduled for May 15, 1997, but to be held not later than May 31, 1997, and there are no preemptive rights associated with shall recommend to its stockholders approval of such sharesincrease. The Corporation shall cause the filing of an amendment to its certificate of incorporation evidencing such increase, such filing to occur on the date of Stockholder Approval or on the immediately following business day.

STOCK TO BE RESERVED. The Company Corporation will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance issue upon the exercise conversion of this Warrant Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise conversion of this Warrantall outstanding Preferred Stock, and the Corporation will maintain at all times all other rights and privileges sufficient to enable it to fulfill all its obligations hereunder. The Company Corporation covenants that all shares of Common Stock which shall be so issuable shall, upon issuance, be duly authorized, validly issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable nonassessable, free from preemptive or -11- Attachment II 52 similar rights on the part of the holders of any shares of capital stock or securities of the Corporation, and free from all taxes, liens and charges with respect to the issue thereof, and, ; and without limiting the generality of the foregoing, the Company Corporation covenants that it will from time to time take all such action as may be required to ensure assure that the par value per sharevalue, if any, per share of the Common Stock is at all times equal to or less than the then effective Warrant and applicable Conversion Price. The Company Corporation will take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation by the Corporation of any applicable law or regulation, or of any requirement requirements of any national domestic securities exchange or automated quotation system upon which the Common Stock may be listed. Without limiting the foregoing, the Corporation will take all such action as may be necessary to assure that upon conversion of any of the Company may Preferred Stock, an amount equal to the lesser of (a) the par value of each share of Common Stock outstanding immediately prior to such conversion, or (b) the Conversion Price, shall be listed or quoted. The Company will not take any action which results in any adjustment of credited to the Warrant Price if the total number of shares Corporation's stated capital account for each share of Common Stock issued and issuable after upon such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrantconversion, and there are no preemptive rights associated with such sharesthat the balance of the principal amount of the Preferred Stock converted shall be credited to the Corporation's capital surplus account.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized Common Stock, Stock solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, issued upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens liens, charges and charges with respect to the issue thereof, and, without other adverse interests. Without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, provided such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens liens, charges and charges with respect to the issue thereof, and, without other adverse interests. Without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required requited to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company Corporation will at all times -------------------- reserve and keep available out of its authorized Common StockStock or its treasury shares, solely for the purpose of issuance issue upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company Corporation covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company Corporation covenants that it will from time to time take all such action as may be required requisite to ensure assure that the par value per share, if any, share of the Common Stock is at all times equal to or less than the effective Warrant Exercise Price. The Company Corporation will take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company Corporation may be listed listed; provided, however, --------- ------- that this sentence shall not obligate the Corporation to register such shares under the Securities Act of 1933, as amended (the "Securities Act"), or quotedany applicable state securities laws or to take any action to enable the sale or transfer of such shares to be made in accordance with Rule 144 under the Securities Act. The Company Corporation will not take any action which results in any adjustment of the Warrant Exercise Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the CompanyCorporation's Certificate Articles of IncorporationOrganization. The Company Corporation has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will will, at all times reserve and keep available out of its authorized Common Stock, Stock or its treasury shares solely for the purpose of issuance issue upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable nonassesable and free from all taxes, liens Liens and charges with respect to the issue thereof, and, and without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required requisite to ensure assure that the par value per share, if any, share of the Common Stock is at all times equal to or less than the effective Warrant Purchase Price. The Company will take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulationLaw, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which results in any adjustment of the Warrant Purchase Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate Articles of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will will, at all times reserve and keep available out of its authorized Common Stock, Stock or its treasury shares solely for the purpose of issuance issue upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens Liens and charges with respect to the issue thereof, and, and without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required requisite to ensure assure that the par value per share, if any, share of the Common Stock is at all times equal to or less than the effective Warrant Purchase Price. The Company will take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulationLaw, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which results in any adjustment of the Warrant Purchase Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate Articles of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of issuance issue upon the exercise of this Warrant and conversion of the Warrant Stock issued upon exercise hereof as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrantall outstanding Warrants and conversion of all Warrant Stock issuable upon exercise of all outstanding Warrants, and the Company will maintain at all times all other rights and privileges sufficient to enable it to fulfill all its obligations hereunder. The Company covenants that all shares of Common Stock which shall be so issuable shall, upon issuance, be duly authorized, validly issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable nonassessable, free from preemptive or similar rights on the part of the holders of any shares of capital stock or securities of the Company or any other Person, and free from all taxes, liens Liens and charges with respect to the issue thereofthereof (not including any income taxes payable by the holders of Warrants being exercised in respect of gains thereon), and, without limiting and the generality Exercise Price will be credited to the capital and surplus of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant PriceCompany. The Company will take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement applicable requirements of the National Association of Securities Dealers, Inc. and of any national domestic securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quoted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shareslisted.

STOCK TO BE RESERVED. The Company Corporation will at all times reserve and keep available out of its authorized Common StockStock or its treasury shares, solely for the purpose of issuance issue upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company Corporation covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company Corporation covenants that it will from time to time take all such action as may be required requisite to ensure assure that the par value per share, if any, share of the Common Stock is at all times equal to or less than the effective Warrant Exercise Price. The Company Corporation will take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company Corporation may be listed listed; PROVIDED, HOWEVER, that this sentence shall not obligate the Corporation to register such shares under the Securities Act of 1933, as amended (the "Securities Act"), or quotedany applicable state securities laws or to take any action to enable the sale or transfer of such shares to be made in accordance with Rule 144 under the Securities Act. The Company Corporation will not take any action which results in any adjustment of the Warrant Exercise Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the CompanyCorporation's Certificate Articles of IncorporationOrganization. The Company Corporation has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. (1) The Company will at all times reserve and keep available out of its authorized but unissued Common Stock, Stock solely for the purpose of issuance upon the exercise conversion of this Warrant the Series Q Preferred Stock as herein provided, 150 percent of such number of shares of Common Stock as shall then be issuable upon the exercise conversion of this Warrantall outstanding shares of Series Q Preferred Stock. The Company covenants that all All shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable and free from all taxesliens, liens duties and charges with respect to arising out of or by reason of the issue thereofthereof (including, without limitation, in respect of taxes) and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure insure that the par value per share, if any, share of the Common Stock is at all times equal to or less than the effective Warrant Conversion Price. The Company will take all such action within its control as may be necessary on its part to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which results in any adjustment of the Warrant Conversion Price if after such action the total number of shares of Common Stock issued and outstanding and thereafter issuable after such action upon exercise of this Warrant all Options and conversion of Convertible Securities, including upon conversion of the Series Q Preferred Stock, would exceed the total number of shares of such class of Common Stock then authorized by the Company's ’s Certificate of Incorporation. , or result in a Conversion Price less than the par value. (2) The Company has not granted will at all times reserve and will not grant any right keep available out of first refusal with its authorized but unissued Series Q Preferred Stock such number of shares of Series Q Preferred Stock as is equal to the number of shares of Series Q Preferred Stock then outstanding for use as PIK Shares. All shares of Series Q Preferred Stock, which shall be so issued shall be duly and validly issued and fully paid and nonassessable and free from all liens, duties and charges arising out of or by reason of the issue thereof (including, without limitation, in respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such sharestaxes).

STOCK TO BE RESERVED. The Company will at all times reserve and -------------------- keep available out of its authorized Common Stock, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, issued upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any registered national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate Articles of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available available, out of its authorized Common Stock, solely for the purpose of issuance issue upon the exercise of this Warrant Warrants as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrantall outstanding Warrants. The Company covenants and agrees that all shares of Common Stock which shall be so issuable will, upon issuance, be duly authorized and issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue issuance thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quoted. The Company will not take any action which results in any adjustment of the Warrant Exercise Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant the Warrants (a) would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of IncorporationIncorporation or (b) would conflict with, or result in any violation of, or require the consent or approval (unless the same shall be obtained) of any court or administrative or governmental body pursuant to, or result in a breach of the terms, conditions or provisions of, or constitute a default under, the Certificate of Incorporation or By-Laws of the Company or any of its Subsidiaries or any agreement or instrument to which the Company or any of its Subsidiaries is then subject. The Company will take all such action as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable requirements of any exchange upon which the Common Stock of the Company may be listed or in respect of which the Common Stock has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such sharesqualified for unlisted trading privileges.

STOCK TO BE RESERVED. The Company will shall at all times reserve and keep available out of its authorized Common StockStock or its treasury shares, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required requisite to ensure assure that, in the event that the Company designates a par value per share of Common Stock, the par value per share, if any, share of the Common Stock is shall be at all times equal to or less than the effective Warrant Price. The Company will shall take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Anything herein to the contrary notwithstanding, the Company will shall not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's ’s Certificate of Incorporation, as amended. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, issued upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

STOCK TO BE RESERVED. The Company will at all times reserve and keep available out of its authorized Common StockStock or its treasury shares, solely for the purpose of issuance issue upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required requisite to ensure assure that the par value per share, if any, share of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which that results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of IncorporationIncorporation (as amended from time to time). The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrantthe Warrant Shares, and there are no preemptive rights associated with such sharesthe issuance of Warrant Shares.

STOCK TO BE RESERVED. The Company will will, at all times reserve and keep available out of its authorized Common Stock, Stock or its treasury shares solely for the purpose of issuance issue upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens Liens and charges with respect to the issue thereof, and, and without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required requisite to ensure assure that the par value per share, if any, share of the Common Stock is all at all times equal to or less than the effective Warrant Purchase Price. The Company will take all such action as may be necessary to ensure assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulationLaw, or of any requirement requirements of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quotedlisted. The Company will not take any action which results in any adjustment of the Warrant Purchase Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate Articles of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.