Common use of Authorization of Shares Clause in Contracts

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A (the "Restated Charter").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, Designations in the form attached hereto as Exhibit A B (the "Restated CharterCertificate of Designations").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion SharesCONVERSION SHARES"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A EXHIBIT B (the "Restated CharterCERTIFICATE").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A B (the "Restated CharterRESTATED CERTIFICATE").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion SharesCONVERSION SHARES"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A EXHIBIT B (the "Restated CharterCERTIFICATE").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser iVisionary Ventures of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation Designation of the Company, Company in the form attached hereto as Exhibit A (the "Restated CharterCertificate of Designation").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, as amended, in the form attached hereto as Exhibit A (the "Restated Charter").EXHIBIT B.

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "“Conversion Shares"”). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A B (the "“Restated Charter"”).

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have having the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, as amended, in the form attached hereto as Exhibit A B (the "Restated CharterRESTATED CERTIFICATE") and (ii) the issuance of such shares of Common Stock to be issued upon the conversion of the Shares (the "CONVERSION SHARES").

Authorization of Shares. On or prior to the First Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Voting Common Stock and Non-Voting Common Stock to be issued upon conversion of the Shares (collectively, the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A B (the "Restated CharterCertificate").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common its Series D Preferred Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have ) having the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form Company attached hereto as Exhibit A (the "Restated Charter").EXHIBIT B.

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares Securities and (bii) the issuance of such shares of Common Stock to be issued upon conversion exercise of the Shares Warrants (the "Conversion SharesWARRANT SHARES"). The Shares Securities and the Conversion Warrant Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated respective documents, herein and in the Company's Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A (the "Restated Charter")and Bylaws.

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser PurchasePro of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation Designation of the Company, Company in the form attached hereto as Exhibit A (the "Restated CharterCertificate of Designation").

Authorization of Shares. On or prior Prior to the Closing (as defined in Section 2 below), the Company shall have (i) authorized (a) the sale and issuance to the Purchaser of the Shares and (bii) the reserved for issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A (the "Restated Charter").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares Shares; and (bii) the issuance of such shares of Common Stock to be issued issuable upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A (the "Restated CharterAmended Certificate").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares Shares, and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion SharesCONVERSION SHARES"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, Company in the form attached hereto as Exhibit A B (the "Restated CharterRESTATED CERTIFICATE").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Seventh Amended and Restated Certificate of Incorporation of the CompanyIncorporation, in the form attached hereto as Exhibit A B (the "Restated CharterCertificate of Incorporation").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, Company in the form attached hereto as Exhibit A B (the "Restated CharterCertificate").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the transfer, sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Preferred Stock or Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A B (the "Restated Charter").

Authorization of Shares. On or prior to the Initial Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, as amended, in the form attached hereto as Exhibit A (the "Restated CharterCertificate").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, Company in the form attached hereto as Exhibit A (the "Restated Charter").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common its Series B Preferred Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have ) having the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form Company attached hereto as Exhibit A (the "Restated Charter").B.

Authorization of Shares. On or prior to the First Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion SharesCONVERSION SHARES"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A EXHIBIT B (the "Restated CharterCERTIFICATE").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate Articles of Incorporation Amendment of the Company, in the form attached hereto as Exhibit A (the "Restated Charter").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Second Amended and Restated Certificate Articles of Incorporation of the Company, in the form attached hereto as Exhibit A B (also referred to as the "Restated Charter").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 2.1 below), the Company shall have authorized (a) the issuance and sale and issuance to the Purchaser Subscriber of the Committed Shares upon the terms and (b) conditions set forth in the Subscription Form and in this Agreement, and the Company shall have authorized the issuance of such shares of Common Stock to be issued and reserved the Conversion Shares issuable upon conversion of the Shares (the "Conversion Shares")Convertible Preferred Stock. The Shares and the Conversion Shares Stock, when issued, shall have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A Company (the "“Restated Charter"”).

Authorization of Shares. On or prior to the Initial Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares Shares, and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, Company in the form attached hereto as Exhibit A B (the "Restated CharterCertificate").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares Shares, and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, Company in the form attached hereto as Exhibit A B (the "Restated CharterCertificate").

Authorization of Shares. On or prior to the First Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have having the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, as amended, in the form attached hereto as Exhibit A B (the "Restated CharterRESTATED CERTIFICATE") and (ii) the issuance of such shares of Common Stock to be issued upon the conversion of the Shares (the "CONVERSION SHARES").

Authorization of Shares. On or prior to the Initial Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, as amended, in the form attached hereto as Exhibit A B (the "Restated CharterCertificate").

Authorization of Shares. 1.2 On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser of the Shares to Purchasers and (b) the issuance reservation of such the shares of Common Stock to be issued issuable upon conversion of the Shares (the "Conversion SharesCONVERSION SHARES"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in a certificate of designations filed with the Restated Certificate Secretary of Incorporation State of the CompanyState of Delaware, substantially in the form attached hereto as Exhibit A (the "Restated CharterCERTIFICATE").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, as amended, in the form attached hereto as Exhibit A B (the "Restated CharterCertificate").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate Articles of Incorporation of the Company, as amended, in the form attached hereto as Exhibit A B (the "Restated Charter").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A (the "Restated Charter").

Authorization of Shares. On or prior to the each Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser CA of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation Designations of the Company, Company in the form attached hereto as Exhibit EXHIBIT A (the "Restated CharterCertificate of Designations").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate Articles of Incorporation of the Company, as amended, in the form attached hereto as Exhibit A EXHIBIT B (the "Restated Charter").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A B (the "Restated Charter").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, Designation in the form attached hereto as Exhibit A (the "Restated CharterCertificate of Designation").

Authorization of Shares. On or prior to the Initial Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common its Series B Preferred Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Second Amended and Restated Certificate of Incorporation of the Company, in the form a copy of which is attached hereto as Exhibit A B (the "Restated CharterCertificate of Incorporation").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares having the rights, preferences, privileges and restrictions set forth in the Certificate of Incorporation of the Company, as amended, in the form attached hereto as EXHIBIT B (the "CERTIFICATE") and (bii) the issuance of such shares of Common Stock to be issued upon the conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A (the "Restated CharterCONVERSION SHARES").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 belowhereinafter defined), the Company shall have authorized (a) the sale and issuance to the Purchaser Investors of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall each have the rights, preferences, privileges and restrictions set forth in the Company's Restated Certificate of Incorporation of the CompanyIncorporation, as amended, in the form attached hereto as Exhibit A EXHIBIT B (the "Restated CharterCertificate").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the CompanyIncorporation, in the form attached hereto as Exhibit A B (the "Restated Charter").

Authorization of Shares. On or prior to the First Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Class A Voting Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A B (the "Restated CharterCertificate").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser Purchasers of the Shares Shares; and (bii) the issuance of such shares of Common Stock to be issued issuable upon conversion of the Shares (the "Conversion SharesCONVERSION SHARES"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A (the "Restated CharterAMENDED Certificate").

Authorization of Shares. On or prior to the Initial Closing (as defined in Section 2 belowhereinafter defined), the Company shall have authorized (a) the sale and issuance to the Purchaser Investors of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall each have the rights, preferences, privileges and restrictions set forth in the Company's Restated Certificate of Incorporation of the CompanyIncorporation, in the form attached hereto as Exhibit A EXHIBIT B (the "Restated CharterCertificate").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A (the "Restated Charter")amended.

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Investor of the Shares Notes and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares Notes (the "“Conversion Shares"”). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate Company’s Amended Articles of Incorporation of the Company, in the form attached hereto as Exhibit A (the "Restated “Charter"”).

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and Shares, (b) the issuance of such shares of Common Stock common stock to be issued upon conversion of the Shares (the "Conversion SharesCONVERSION SHARES"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the First Restated Certificate of Incorporation of the Company, Company in the form attached hereto as Exhibit A EXHIBIT B (the "Restated CharterRESTATED CERTIFICATE").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Sixth Amended and Restated Certificate of Incorporation of the CompanyIncorporation, in the form attached hereto as Exhibit A B (the "Restated CharterCertificate of Incorporation").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 2.1 below), the Company shall have authorized (a) the sale and issuance to the Purchaser Investors of the Shares and the Warrants and (b) the issuance of such shares of Common Stock to be issued upon conversion exercise of the Shares Warrants (the "Conversion Warrant Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation Designations of the Company, in the form attached hereto as Exhibit A EXHIBIT B (the "Restated CharterCertificate of Designations").

Authorization of Shares. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (ai) the sale and issuance to the Purchaser of the Shares Shares, and (bii) the issuance of such shares of Common Stock Stock, par value $.001, to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit EXHIBIT A (the "Restated CharterCertificate").