Common use of Issuance of Shares Clause in Contracts

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and combination of shares or similar corporate agrees that all shares of Common Stock that may be rearrangement (other than Common Stock issued as a issued upon the exercise of the rights represented stock split or adjustments in respect of which by this Warrant will, upon issuance, be validly shall be covered by the terms of Section 3.1 issued, fully paid and nonassessable, and free above) and additional shares, other securities or from all taxes, liens and charges with respect to property issued in connection with a Change (as the issue thereof. The Company further covenants defined below) (which shall be covered by the and agrees that it will pay when due and payable terms of Section 3.4 below), then and in each such any and all federal and state taxes which may be case, the Holder hereof shall, upon the exercise payable in respect of the issue of this Warrant or of this Warrant, be entitled to receive, in any Common Stock or certificates therefor issuable addition to the number of shares of Common Stock upon the exercise of this Warrant. The Company receivable thereupon, and without payment of any further covenants and agrees that the Company will additional consideration therefor, the amount of at all times have authorized and reserved, free stock and other securities and property (including from preemptive rights, a sufficient number of cash in the cases referred to in clause (b) above shares of Common Stock to provide for the exercise and this clause (c)) which such Holder would hold in full of the rights represented by this Warrant. on the date of such exercise had such Holder been If at any time the number of authorized but the holder of record of such Common Stock as of unissued shares of Common Stock of the Company the date on which holders of Common Stock received shall not be sufficient to effect the exercise of or became entitled to receive such shares or all the Warrant in full, subject to the limitations other additional stock and other securities and set forth in Section 1.3 hereto, then the Company property. will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or 3.3 Reorganization, Reclassification, advisable to increase the number of its authorized Consolidation, Merger or Sale. If any shares of Common Stock as shall be sufficient to recapitalization, reclassification or permit the exercise of the Warrant in full, reorganization of the share capital of the subject to the limitations set forth in Section Company, or any consolidation or merger of the 1.3 hereto, including without limitation, using Company with another corporation, or the sale of its best efforts to obtain any necessary all or substantially all of its shares and/or stockholder approval of such increase. The Company assets or other transaction (including, without further covenants and agrees that if any shares of limitation, a sale of substantially all of its capital stock to be reserved for the purpose of assets followed by a liquidation) shall be the issuance of shares upon the exercise of this effected in such a way that holders of Common Warrant require registration with or approval of Stock shall be entitled to receive shares, any governmental authority under any federal or securities or other assets or property (a state law before such shares may be validly issued "Change"), then, as a condition of such Change, or delivered upon exercise, then the Company will lawful and adequate provisions shall be made by in good faith and as expeditiously as possible the Company whereby the Holder hereof shall endeavor to secure such registration or approval, thereafter have the right to purchase and receive as the case may be. If and so long as the Common (in lieu of the Common Stock of the Company Stock issuable upon the exercise of this Warrant immediately theretofore purchasable and receivable is listed on any national securities exchange or upon the exercise of the rights represented the Nasdaq Stock Market, the Company will, if hereby) such shares, securities or other assets or permitted by the rules of such exchange or market, property as may be issued or payable with respect list and keep listed on such exchange or market, to or in exchange for the number of outstanding upon official notice of issuance, all shares of Common Stock which such Holder would have been such Common Stock issuable upon exercise of this entitled to receive had such Holder exercised this Warrant.. Warrant immediately prior to the consummation of such Change. The Company or its successor shall 3. Other Adjustments. promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant 3.1

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue Upon surrender of this Warrant or any Common Stock and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to and in the name of the Holder hereof a certificate or certificates therefor issuable for the number of full Shares so purchased upon the exercise of this Warrant. Such certificate or certificates shall be deemed to have been issued, and the Holder shall be deemed to have become the holder of record of such Shares, as of the close of business on the date of surrender of this Warrant and payment of such Warrant Price, as aforesaid, regardless of whether, at such date, the transfer books for the Common Stock or other securities purchasable upon the exercise of this Warrant may be closed for any purpose. The Company further covenants date and agrees that time at which the Company will at all times Holder hereof shall be deemed to have authorized become a holder of record of such Shares is herein called the “Exercise Date.” Reference is made to a certain Investors Rights Agreement (the “Investors Rights Agreement”) by and reservedamong the Company, free from preemptive rightseach of the investors named in the Investors Rights Agreement (each an “Investor” and together the “Investors”), RBM Holdings, LLC, a sufficient number of shares of Common Stock to provide for Delaware limited liability company (“RBM Holdings”) and RBM Management Group, LLC, a Delaware limited liability company (“RBM Management”) dated October 12, 2007. The Holder agrees that, upon the exercise in full of the rights represented by all or any part of this Warrant. If at , as a condition to any time the number issuance of authorized but unissued shares of Common Stock of the Company, the Holder shall deliver to the Company and the Investors, a counterpart signature page to the Investors Rights Agreement pursuant to which such Holder shall not confirm its agreement as a Common Holder to be sufficient subject to effect the exercise and bound by all of the Warrant in full, subject to the limitations provisions set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantInvestors Rights Agreement.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereofthereof and shall be listed on any exchanges on which the Common Stock is then listed. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this WarrantWarrant excluding the Holder’s income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants Conversion Shares and agrees that all shares Warrant Shares are duly authorized and reserved for issuance, and, upon conversion of Common the Preferred Stock that may be issued upon and the exercise of the rights represented by this Warrant willin accordance with their respective terms, upon issuance, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights or other similar rights of stockholders of the Company, other than (i) restrictions on transferability as may be applicable under federal and state securities laws; (ii) restrictive stock legends contemplated by the Investment Agreements; or (iii) those created by Purchaser. The Preferred Stock and the Warrant are duly authorized and are validly issued, fully paid and non-assessable, and free from all taxes, liens claims and charges with respect encumbrances and are not and will not be subject to preemptive rights or other similar rights of stockholders of the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all Company, other than (i) restrictions on transferability as may be applicable under federal and state taxes which may be payable in respect of securities laws; (ii) restrictive stock legends contemplated by the issue of this Warrant Investment Agreements; or any Common Stock or certificates therefor issuable upon the exercise of this Warrant(iii) those created by Purchaser. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number board of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock directors of the Company shall not be sufficient has unanimously approved the issuance of the Preferred Stock and the Warrant pursuant to effect the terms hereof and of the Conversion Shares and Warrant Shares issuable upon conversion of the Preferred Stock and the exercise of the Warrant in full, subject pursuant to the terms thereof (without giving effect to any limitations set forth on conversion or exercise contained therein, including for purposes of Nasdaq Rule 4350 (the "Nasdaq Authorization")), has unanimously -------------------- recommended to the stockholders of the Company the approval of the Nasdaq Authorization and will seek Stockholder Approval (as defined in Section 1.3 hereto4.12) at the Company's next stockholder meeting, then which shall be no later than July 31, 2001. No further authorization or approval (other than the Company will take all such corporate action as may, in Stockholder Approval) is required under the opinion rules of counsel Nasdaq with respect to the Companytransactions contemplated by this Agreement, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in fullincluding, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Conversion Shares and the Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then Shares and the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed inclusion thereof on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantNasdaq.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon Class A common stock on Exercise. As soon as practicable after the exercise of any Warrant and the rights represented clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)) or the surrender of Warrants in connection with a cashless exercise, the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Class A common stock to which he, she or it is entitled, registered in such name or names as may be directed by this Warrant willhim, upon issuance, be validly issued, fully paid and nonassessableher or it, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable if such Warrant shall not have been exercised in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rightsfull, a sufficient new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock Class A common stock as to provide for which such Warrant shall not have been exercised. Notwithstanding the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of foregoing, the Company shall not be sufficient obligated to effect deliver any shares of Class A common stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Warrant in fullSecurities Act with respect to the shares of Class A common stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the limitations set forth in Company’s satisfying its obligations under Section 1.3 hereto7.4, then or a valid exemption from registration is available. No Warrant shall be exercisable and the Company will take all such corporate action as may, in the opinion of counsel shall not be obligated to the Company, be necessary or advisable to increase the number of its authorized issue shares of Common Stock as shall be sufficient to permit the Class A common stock upon exercise of a Warrant unless the Class A common stock issuable upon such Warrant in fullexercise has been registered, subject qualified or deemed to be exempt under the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval securities laws of such increasethe state of residence of the Registered Holder of the Warrants. The Company further covenants and agrees that if may require holders of Redeemable Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any shares exercise of capital stock to warrants on a “cashless basis”, the holder of any Warrant would be reserved for the purpose of the issuance of shares entitled, upon the exercise of this Warrant require registration with or approval such Warrant, to receive a fractional interest in a share of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock MarketClass A common stock, the Company willshall round down to the nearest whole number, if permitted by the rules number of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of Class A common stock to be issued to such Common Stock issuable upon exercise of this Warrantholder.

Issuance of Shares. The Subject to the restrictions set forth in Section 5 below, upon surrender of the Warrants and payment of the Purchase Price as aforesaid, the Company covenants shall issue and agrees that deliver with all shares reasonable dispatch the certificate(s) for the Shares to or upon the written order of Common Stock that the Warrantholder and in such name or names as the Warrantholder may be issued designate. Such certificate(s) shall represent the number of Shares issuable upon the exercise of the rights represented by this Warrant willWarrants so surrendered, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges together with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable a cash amount in respect of any fraction of a Share otherwise issuable upon such exercise. Certificates representing the issue Shares shall be deemed to have been issued and the person so designated to be named therein shall be deemed to have become a holder of this Warrant record of such Shares as of the date of the surrender of the Warrants and payment of the Purchase Price as aforesaid, notwithstanding that the transfer books for the Shares or any Common Stock or certificates therefor issuable other classes of stock purchasable upon the exercise of this Warrantthe Warrants shall then be closed or the certificate(s) for the Shares in respect of which the Warrants is then exercised shall not then have been actually delivered to the Warrantholder. As soon as practicable after each such exercise of the Warrants, the Company shall issue and deliver the certificate(s) for the Shares issuable upon such exercise, registered as requested. The Company further covenants and agrees that Warrants shall be exercisable, at the Company will at all times have authorized and reservedelection of the registered holder hereof, free either as an entirety or from preemptive rights, a sufficient time to time for part of the number of shares of Common Stock Shares specified herein, but in no event shall fractional Shares be issued with regard to provide for the exercise in full of the rights represented by this WarrantWarrants. If In the event that only a portion of the Warrants are exercised at any time prior to the close of business on the Expiration Date, a new warrant certificate shall be issued to the Warrantholder for the remaining number of authorized but unissued shares Shares purchasable pursuant hereto. Prior to due presentment for registration of Common Stock transfer of the Warrants, the Company shall deem and treat the Warrantholder as the absolute owner of the Warrants (notwithstanding any notation of ownership or other writing on this warrant certificate made by anyone other than the Company) for the purpose of any exercise hereof or any distribution to the Warrantholder and for all other purposes, and the Company shall not be sufficient to effect the exercise of the Warrant in full, subject affected by any notice to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantcontrary.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon No later than three business days following the exercise of any Warrant and the rights represented by this clearance of the funds in payment of the Warrant willPrice pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, upon issuancethe Company shall issue, or cause to be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company or other book-entry depositary system to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect Registered Holder of such Warrant (or at the option of the Registered Holder, issue of this Warrant or any Common Stock a certificate or certificates therefor issuable upon representing) the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of full shares of Common Stock to provide which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without any applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock of the Company shall not be sufficient to effect the issuable upon exercise of the Warrant in full, subject Warrants is available for delivery to the limitations set forth in Section 1.3 hereto, then Registered Holder of the Company will take all such corporate action as may, Warrant or (b) in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to Warrants is exempt from the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may would be validly issued or delivered upon exerciseunlawful. In addition, then in no event will the Company will in good faith and as expeditiously as possible endeavor be obligated to secure pay such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on Registered Holder any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable cash consideration upon exercise of this or otherwise “net cash settle” the Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereofthereof and shall be listed on any exchanges on which the Common Stock is then listed. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this WarrantWarrant excluding the Holder's income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants Conversion Shares and agrees that all shares of Common Stock that Warrant Shares are duly ------------------ authorized and reserved for issuance, and, upon conversion or exercise (as the case may be issued upon the exercise be) of the rights represented by this Warrant willConvertible Securities in accordance with the terms thereof, upon issuance, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens, claims and encumbrances, except as created by the Purchasers, and will not be subject to preemptive rights, except as created by the Purchasers, or to the Company's knowledge after reasonable investigation other similar rights of stockholders of the Company. The Convertible Securities are duly authorized and reserved for issuance, and are validly issued, fully paid and non-assessable, and free from all taxes, liens claims and charges with respect encumbrances (except as granted by the Purchasers) and are not and will not be subject to preemptive rights (except as granted by the Purchasers) or to the issue thereofCompany's knowledge after reasonable investigation other similar rights of stockholders of the Company (other than as created by the Purchasers). The Company further covenants and agrees that it Certificate of Designations has been duly filed (or will pay when due and payable any and all federal and state taxes which may be payable in respect be) as of the issue Closing Date with the Secretary of this Warrant State of the State of Delaware, and the Preferred Stock is (or any Common Stock or certificates therefor issuable shall be upon such filing) entitled to all of the exercise of this Warrantrights, preferences and privileges set forth therein. The Company further covenants and agrees that Board of Directors of the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number (the "Board") has unanimously approved the issuance of shares of Common Stock to provide for upon conversion of shares of Preferred Stock and upon the exercise in full of the rights represented by this Warrant. If at any time Warrants pursuant to the number terms hereof and thereof, including the circumstance where such conversion would, in the aggregate, require issuance in excess of authorized but unissued twenty percent (20%) of the outstanding shares of Common Stock (the "Rule 4460(i) Authorization") and has unanimously recommended to the --------------------------- stockholders of the Company shall not be sufficient to effect the exercise approval of the Warrant Rule 4460(i) Authorization. Accordingly, no further corporate authorization or approval (other than the Stockholder Approval (as defined in full, subject Section 4.13)) is required under the rules of Nasdaq with respect to the limitations set forth in Section 1.3 heretotransaction contemplated by this Agreement, then the Company will take all such corporate action as mayincluding, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Conversion Shares and the Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then Shares and the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed inclusion thereof on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantNasdaq.

Issuance of Shares. The Company covenants and agrees that all shares In the event of Common Stock that may be issued upon the any exercise of the rights represented by this Warrant willin accordance with and subject to the terms and conditions hereof, (a) certificates or book-entry entitlements for the shares of Common Stock so purchased shall be dated the date of issuance and, together with any other securities issuable upon issuancesuch exercise and any other property to which the Holder may be entitled upon such exercise, shall be validly issueddelivered to the Holder hereof within a reasonable time, fully paid and nonassessablewith the certificates or book-entry entitlements for the shares of Common Stock so purchased being in such denominations as may be specified in the applicable Exercise Notice, and free from all taxes, liens and charges with respect to registered in the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect name of the issue Holder or such other name or names as shall be specified in the applicable Exercise Notice, and the Holder hereof (or such other person(s)) shall be deemed for all purposes to be the holder of record of the shares of Common Stock so purchased as of the date of such exercise, and (b) unless this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rightshas expired, a sufficient new warrant representing the number of shares of Common Stock Stock, if any, with respect to provide for the exercise which this Warrant shall not then have been exercised (less any amount thereof which shall have been cancelled in full payment or partial payment of the rights represented by this WarrantExercise Price as hereinafter provided) shall also be issued to the Holder hereof within such time. If at any time the number The issuance of authorized but unissued certificates or book-entry entitlements for shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with shall be made without charge to the Holder for any issuance tax in respect thereof or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then other cost incurred by the Company will in good faith connection with such exercise and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise related issuance of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantStock.

Issuance of Shares. The During the Restricted Period (as defined in the Plan), the certificates representing the Target Award Restricted Shares, shall be registered in the Holder’s name and bear a restrictive legend disclosing the Restrictions and the existence of this Award. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit the transfer to the Company covenants and agrees that of all shares of Common Stock that may be issued upon the exercise or any portion of the rights represented by Target Award Restricted Shares which shall be forfeited in accordance with the terms of this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereofAward. The Company further covenants will retain custody of all related Restricted Share Distributions, which will be subject to the same Restrictions, terms, and agrees conditions as their related Target Award Restricted Shares, until Holder is entitled to receive Vested Share certificates for the such Target Award Restricted Shares; and provided, further, that it will pay when due the Restricted Share Distributions which relate to Target Award Restricted Shares which are forfeited, shall be forfeited on the same date as such Target Award Restricted Shares are forfeited; and payable provided, further, that any and all federal and state taxes which may Restricted Share Distributions shall not bear interest or be payable in respect segregated into a separate account but shall remain a general asset of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in fullCompany, subject to the limitations set forth in Section 1.3 heretoclaims of the Company’s creditors, then until the Company will take all such corporate action conclusion of the applicable Restricted Period; and provided, finally, that on the date of any material breach of any terms of this Award, as may, reasonably determined by the Committee (as defined in the opinion Plan), there shall be, automatically and without notice, an immediate forfeiture of counsel to the Company, be necessary or advisable to increase the number all of its authorized shares of both Target Award Restricted Shares and Restricted Share Distributions. Target Award Restricted Shares shall constitute issued and outstanding Common Stock as shall be sufficient to permit the exercise of the Warrant in fullfor all corporate purposes and, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose Holder shall have all of the issuance rights and privileges of shares upon an owner of the exercise Target Award Restricted Shares (including voting rights) except that Holder shall not be entitled to delivery of this Warrant require registration with or approval the certificates evidencing any of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercisethe Target Award Restricted Shares, then nor the Company will in good faith related Restricted Share Distributions, unless and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantuntil they become Vested Shares.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant willUnits are duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of this Agreement and the other Transaction Documents, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens liens, claims and charges encumbrances (other than restrictions on transfer contained in this Agreement and in the Registration Rights Agreements) and will not be subject to preemptive rights, rights of first refusal or other similar rights of stockholders of the Company or any other person and will not impose personal liability on the holders thereof. Subject to receipt of the Stockholder Approvals, the Conversion Shares will be duly authorized and reserved for issuance, and, upon conversion of the Preferred Stock in accordance with respect the terms thereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances (other than restrictions on transfer contained in this Agreement and in the Registration Rights Agreements) and will not be subject to preemptive rights, rights of first refusal or other similar rights of stockholders of the issue Company and the issuance of the Conversion Shares in accordance with the terms of this Agreement and the Certificate of Designation will not impose personal liability upon the holder thereof. The Company further covenants Warrant Shares shall be duly authorized and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect reserved for issuance, and, upon exercise of the issue Warrants in accordance with the terms thereof, subject to receipt of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants Stockholder Approvals, will be validly issued, fully paid and agrees that the Company will at all times have authorized non-assessable, and reserved, free from all taxes, liens, claims and encumbrances (other than restrictions on transfer contained in this Agreement and in the Registration Rights Agreements) and will not be subject to preemptive rights, a sufficient number rights of shares first refusal or other similar rights of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock stockholders of the Company shall not be sufficient to effect and the exercise issuance of the Warrant Shares in full, subject to accordance with the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion terms of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of this Agreement and the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares will not impose personal liability upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantholder thereof.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereofthereof and shall be listed on any exchanges on which the Common Stock is then listed. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this WarrantWarrant excluding the Holder’s income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times when this Warrant is exercisable have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time when this Warrant is exercisable the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will use commercially reasonable efforts to take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best commercially reasonable efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. Notwithstanding the foregoing, at the date of execution of this Warrant, the Corporation does not have sufficient authorized but unissued shares of Common Stock for the purpose of effecting the conversion of this Warrant, and the Corporation will use commercially reasonable efforts to obtain the Shareholder Approval. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is quoted on the OTC Bulletin Board or listed on any national securities exchange or the Nasdaq Stock MarketMarket or other automated quotation system, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or exchange, the Nasdaq Stock Market, or the OTC Bulletin Board, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Warrant Agent shall, by 11:00 a.m. Philadelphia time, on the business day following the Exercise Date of any Warrant, advise the Company covenants or the transfer agent and agrees that all shares registrar in respect of Common Stock that (a) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be issued upon the exercise of the rights represented by this Warrant willbe, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to delivery of the issue thereofWarrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company further covenants and agrees that it will pay when due and payable shall, by 5:00 p.m., Philadelphia time, on the third business day next succeeding the Exercise Date of any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as mayand, in the opinion case of counsel a Cash Exercise, the clearance of the funds in payment of the aggregate Warrant Price, execute, issue and deliver to the CompanyWarrant Agent, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fullfully registered form, subject to the limitations set forth registered in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with name or approval of any governmental authority under any federal or state law before such shares names as may be validly issued directed by such registered holder or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approvalParticipant, as the case may be. If and so long Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 p.m., Philadelphia time, on the fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the Common Stock issuable upon case may be. In lieu of delivering physical certificates representing the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock Shares issuable upon exercise of this Warrantany Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this WarrantWarrant excluding the Holder's income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants Shares and agrees that all shares of Common Stock that may be the Warrants are duly authorized, and when issued upon and paid for in accordance with the exercise of the rights represented by this Warrant willterms hereof, upon issuance, shall be validly issued, fully paid and nonassessable. The Company, as at the Series C Closing Date, Series D Closing Date and free from Series E Closing Date, as the case may be, has and at all taxestimes while the Shares and any Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its obligations under this Agreement, liens the Warrants and charges the Certificates of Designation with respect to the issue thereof. The Company further covenants number of Shares and agrees that it will pay when due Warrants issued and payable any outstanding at such Closing Date and all federal in no circumstances shall such reserved and state taxes which may be payable in respect available shares of the issue of this Warrant or any Common Stock or certificates therefor issuable upon be less than the exercise sum of this Warrant. The Company further covenants and agrees that (i) two times the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock which would be issuable upon conversion of the Shares issued pursuant to provide the terms hereof (the "Underlying Shares") with respect to the number of Shares and Warrants issued and outstanding at such Closing Date were such conversion effected on the Original Issue Date for such Shares and (ii) the number of shares of Common Stock which would be issuable upon exercise in full of the rights represented by this WarrantWarrants (the "Warrant Shares"). If at any time When issued in accordance with the number terms hereof and the Certificates of authorized but unissued shares of Common Stock of Designation, the Company shall not Underlying Shares will be sufficient to effect the duly authorized, validly issued, fully paid and nonassessable; and when issued upon exercise of the Warrant Warrants in fullaccordance with their respective terms, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in fullShares will be duly authorized, subject to the limitations set forth in Section 1.3 heretovalidly issued, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants fully paid and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantnonassessable.

Issuance of Shares. The In connection with this Note, the Company covenants and agrees that all shall issue to the Lender ___ shares of Common Stock that may be issued upon its common stock, par value $0.01 per share [four tenths of one share per dollar of principal amount loaned to the exercise Company] (the "Shares"). The Lender shall pay to the Company the par value of the rights represented by this Warrant willShares. The Lender represents that the Lender is acquiring the Shares for investment for the Lender's own account, upon issuance, be validly issued, fully paid and nonassessablenot as a nominee or agent, and free from all taxesnot with the view to, liens and charges with respect to the issue or for resale in connection with, any distribution thereof. The Company further covenants Lender understands that the Shares have not been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations as expressed herein. The Lender acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. The Lender understands that the Shares involve a high degree of risk, including those risk factors discussed in the Company's filings with the Securities and Exchange Commission, and there can be no assurance the Lender will not lose all of the Lender's investment. The Lender agrees that it will pay when due each certificate representing the Shares (and payable any and all federal and state taxes which may be payable in respect of the issue shares issued upon conversion of this Warrant Note or any Common Stock or certificates therefor issuable upon the exercise of any warrants issued upon a default under this WarrantNote) shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. The Company further covenants and agrees that the Company will at all times have authorized and reservedTHEY MAY NOT BE SOLD, free from preemptive rightsOFFERED FOR SALE, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this WarrantWarrant excluding the Holder’s income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees represents that as of the issuance date of this Warrant, the Company will at all times does not have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the The Company shall not be sufficient to effect the exercise of the Warrant in fullundertakes, subject to the limitations set forth in Section 1.3 hereto, then the Company will to take all such corporate action as may, in the opinion of counsel to the Company, may be deemed necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible use its best efforts to endeavor to secure such registration or approvalapproval as soon as reasonably practical, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all transfer taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 1.2 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 1.2 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Upon receipt by the Company covenants from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Exercise, the Company shall issue and agrees deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Shares (or cause the electronic delivery of the Shares as contemplated by Section 2(d) hereof) within three (3) Trading Days after such receipt (the “Deadline”). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Shares or to which the Holder is entitled hereunder and register such Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (an “Exercise Failure”), then, in addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Exercise Failure an amount equal to 2.0% of the product of (A) the sum of the number of Exercise Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Shares to the Holder without violating this Section 2(b) and (ii) the Holder, upon written notice to the Company, may void its Notice of Exercise with respect to, and retain or have returned, as the case may be, any portion of this Warrant that all has not been exercised pursuant to such Notice of Exercise; provided that the voiding of an Notice of Exercise shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that may be issued upon the exercise Holder anticipated receiving from the Company, then the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Shares) or credit such Holder’s balance account with DTC for such Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to Buy-In Price over the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect product of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient (A) such number of shares of Common Stock to provide for Stock, times (B) the exercise in full closing sales price of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock on the date of exercise. Nothing shall limit the Company shall not be sufficient Holder’s right to effect the exercise pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel specific performance and/or injunctive relief with respect to the Company, be necessary ’s failure to timely deliver certificates representing the Shares (or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of electronically deliver such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares Shares) upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then as required pursuant to the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantterms hereof.

Issuance of Shares. The In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates for the Warrant Shares so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding five Trading Days after such exercise (the “Delivery Date”), unless the Common Shares are then uncertificated, in which case the Warrant Shares shall be registered in book-entry form in the name of the Holder, or, at the request of the Holder (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect or that the Warrant Shares are otherwise exempt from registration), issued and delivered to the Depository Trust Company covenants (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable time, not exceeding three (3) Trading Days after such exercise, and agrees that the Holder hereof shall be deemed for all purposes to be the holder of the Warrant Shares so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall be obligated to issue and deliver the shares of Common Stock that to the DTC on a holder’s behalf via DWAC only if such exercise is in connection with a sale or other exemption from registration by which the shares may be issued upon without a restrictive legend and the exercise of Issuer and its transfer agent are participating in DTC through the rights represented by DWAC system. The Holder shall deliver this Warrant willoriginal Warrant, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the issue thereofcase of its loss, theft or destruction, at such time that this Warrant is fully exercised. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may This Warrant shall be payable exercisable, either in respect its entirety or, from time to time, for part only of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented Warrant Shares referenced by this Warrant. If at this Warrant is submitted in connection with any time partial exercise and the number of authorized but unissued shares of Common Stock of Warrant Shares represented by this Warrant submitted for exercise is greater than the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the actual number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of Shares being acquired upon such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approvalshall, as soon as practicable, and in no event later than five Business Days after any exercise, and at its own expense, issue a new Warrant of like tenor representing the case may be. If and so long as right to purchase the Common Stock issuable upon number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the exercise number of Warrant Shares with respect to which this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise exercised. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of Warrant Shares exercised as of each date of exercise.

Issuance of Shares. The Subject to the Company covenants effecting the Share Increase and agrees that all shares the ------------------ Stock Split, the Conversion Shares and Warrant Shares are duly authorized and reserved for issuance and, upon conversion of Common Stock that may be issued upon the Debentures and exercise of the rights represented by this Warrant will, upon issuance, Warrants in accordance with their respective terms will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens liens, claims and charges encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company and will not impose personal liability upon the holder thereof. Acknowledgment of Dilution. The Company understands and acknowledges the ---------------------------- potentially dilutive effect to the Common Stock upon the issuance of the ------ Conversion Shares and Warrant Shares upon conversion of the Debenture, or ------ exercise of the Warrants. The Company further covenants acknowledges that its obligation ------ to issue Conversion Shares and agrees Warrant Shares upon conversion of the Debentures or exercise of the Warrants in accordance with this Agreement, the Debentures and the Warrants is absolute and unconditional regardless of the dilutive effect that it such issuance may have on the ownership interests of other stockholders of the Company. No Conflicts. Except as set forth on Schedule 3(f), the execution, delivery and ------------ performance of this Agreement, the Registration Rights Agreement, the Debentures and the Warrants by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) will pay when due and payable not (i) conflict with or result in a violation of any and all provision of the Certificate of Incorporation or By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state taxes securities laws and regulations and regulations of any self-regulatory organizations to which may be payable in respect the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the issue of this Warrant Company or any Common Stock of its Subsidiaries is bound or certificates therefor issuable affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Except as set forth on Schedule 3(f), neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as a Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and the Registration Rights Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Registration Rights Agreement, the Debentures or the Warrants in accordance with the terms hereof or thereof or to issue and sell the Debentures and Warrants in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Debentures and the Warrant Shares upon exercise of this Warrantthe Warrants. Except as disclosed in Schedule 3(f), all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise is not in full violation of the rights represented listing requirements of the Over-the-Counter Bulletin Board (the "OTCBB"). SEC Documents; Financial Statements. Except as disclosed in Schedule 3(g), the ------------------------------------ Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by this Warrantit with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). If The Company has delivered to each Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any time untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the number statements therein, in light of authorized but unissued shares the circumstances under which they were made, not misleading. None of Common Stock the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company shall not be sufficient included in the SEC Documents complied as to effect form in all material respects with applicable accounting requirements and the exercise published rules and regulations of the Warrant SEC with respect thereto. Such financial statements have been prepared in fullaccordance with United States generally accepted accounting principles, subject consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the limitations extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in Section 1.3 hereto, then the financial statements of the Company will take all such corporate action as may, included in the opinion SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of counsel business subsequent to June 30, 2001 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Absence of Certain Changes. Since June 30, be necessary 2001, there has been no material ----------------------------- adverse change and no material adverse development in the assets, liabilities, --- business, properties, operations, financial condition or advisable to increase results of operations of the number Company or any of its authorized shares Subsidiaries. Absence of Common Stock as shall be sufficient Litigation. There is no action, suit, claim, proceeding, inquiry or ---------------------- investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to permit the exercise knowledge of the Warrant Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in fulltheir capacity as such, subject to that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or threatened proceeding against or affecting the limitations set forth in Section 1.3 hereto, including without limitation, using Company or any of its best efforts to obtain any necessary stockholder approval of such increaseSubsidiaries which would have a Material Adverse Effect. The Company further covenants and agrees that if its Subsidiaries are unaware of any shares of capital stock facts or circumstances which might give rise to be reserved for the purpose any of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beforegoing. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.Patents,

Issuance of Shares. The In connection with this Note Extension agreement, the Company covenants and agrees that all shall issue to the Lender _______ shares of Common Stock that may be issued upon its common stock, par value $0.00 per share (the exercise "Shares"). The Lender shall pay to the Company the par value of the rights represented by this Warrant willShares. The Lender represents that the Lender is acquiring the Shares for investment for the Lender's own account, upon issuance, be validly issued, fully paid and nonassessablenot as a nominee or agent, and free from all taxesnot with the view to, liens and charges with respect to the issue or for resale in connection with, any distribution thereof. The Company further covenants Lender understands that the Shares have not been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations as expressed herein. The Lender acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. The Lender understands that the Shares involve a high degree of risk, and there can be no assurance the Lender will not lose all of the Lender's investment. The Lender agrees that it will pay when due each certificate representing the Shares (and payable any and all federal and state taxes which may be payable in respect of the issue shares issued upon conversion of this Warrant Note or any Common Stock or certificates therefor issuable upon the exercise of any warrants issued upon a default under this WarrantNote) shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. The Company further covenants and agrees that the Company will at all times have authorized and reservedTHEY MAY NOT BE SOLD, free from preemptive rightsOFFERED FOR SALE, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and 143 as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Subject to the restrictions set forth in Section 5 below, upon surrender of the Warrants and payment of the Purchase Price as aforesaid, the Company covenants shall issue and agrees that deliver with all shares reasonable dispatch the certificate(s) for the Shares to or upon the written order of Common Stock that the Warrantholder and in such name or names as the Warrantholder may be issued designate. Such certificate(s) shall represent the number of Shares issuable upon the exercise of the rights represented by this Warrant willWarrants, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges together with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable a cash amount in respect of any fraction of a Share otherwise issuable upon such exercise. Certificates representing the issue Shares shall be deemed to have been issued and the person so designated to be named therein shall be deemed to have become a holder of this Warrant record of such Shares as of the date of the surrender of the Warrants and payment of the Purchase Price as aforesaid; notwithstanding that the transfer books for the Shares or any Common Stock or certificates therefor issuable other classes of stock purchasable upon the exercise of this Warrantthe Warrants shall then be closed or the certificate(s) for the Shares in respect of which the Warrants is then exercised shall not then have been actually delivered to the Warrantholder. As soon as practicable after each such exercise of the Warrants, the Company shall issue and deliver the certificate(s) for the Shares issuable upon such exercise, registered as requested. The Company further covenants and agrees that Warrants shall be exercisable, at the Company will at all times have authorized and reservedelection of the registered holder hereof, free either as an entirety or from preemptive rights, a sufficient time to time for part of the number of shares of Common Stock Shares specified herein, but in no event shall fractional Shares be issued with regard to provide for the exercise in full of the rights represented by this WarrantWarrants. If In the event that only a portion of the Warrants are exercised at any time prior to the close of business on the Expiration Date, a new warrant certificate shall be issued to the Warrantholder for the remaining number of authorized but unissued shares Shares purchasable pursuant hereto. Prior to due presentment for registration of Common Stock transfer of the Warrants, the Company shall deem and treat the Warrantholder as the absolute owner of the Warrants (notwithstanding any notation of ownership or other writing on this warrant certificate made by anyone other than the Company) for the purpose of any exercise hereof or any distribution to the Warrantholder and for all other purposes, and the Company shall not be sufficient to effect the exercise of the Warrant in full, subject affected by any notice to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantcontrary.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times after the Approval Date have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time after the Approval Date the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants Preferred Shares, Conversion Shares and agrees that all shares Warrant Shares are duly authorized and, upon issuance in accordance with the terms of Common Stock that may be issued this Agreement (including the issuance of the Conversion Shares upon conversion of the Preferred Shares in accordance with the Certificate of Amendment and the issuance of the Warrant Shares upon exercise of the rights represented by this Warrant will, upon issuance, Warrants in accordance with the terms thereof) will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens liens, claims, encumbrances, and charges with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company and will not impose personal liability on the holders thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of term Conversion Shares includes the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full issuable upon conversion of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 heretoPreferred Shares, including without limitation, using its best efforts such additional shares, if any, as are issuable as a result of the events described in Section 2(c) of the Registration Rights Agreement. The Company understands and acknowledges the potentially dilutive effect to obtain any necessary stockholder approval the Common Stock of such increasethe issuance of the Conversion Shares and Warrant Shares upon conversion or exercise of the Preferred Shares or Warrants. The Company further covenants acknowledges that its obligation to issue Conversion Shares upon conversion of the Preferred Shares and agrees Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Certificate of Amendment and the Warrants is absolute and unconditional regardless of the dilutive effect that if any shares such issuance may have on the ownership interests of capital stock to be reserved for other stockholders of the purpose Company. Taking the foregoing into account, the Company's Board of Directors has determined that the issuance of shares upon the exercise Securities and the consummation of this Warrant require registration with or approval the other transactions contemplated hereby are in the best interests of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantits stockholders.

Issuance of Shares. The Company covenants Conversion Shares and agrees that all shares Warrant Shares are duly authorized and reserved for issuance, and, upon conversion of Common the Preferred Stock that may be issued upon and the exercise of the rights represented by this Warrant willin accordance with their respective terms, upon issuance, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights or other similar rights of stockholders of the Company, other than (i) restrictions on transferability as may be applicable under federal and state securities laws; (ii) restrictive stock legends contemplated by the Investment Agreements; or (iii) those created by Purchaser. The Preferred Stock and the Warrant are duly authorized and are validly issued, fully paid and non-assessable, and free from all taxes, liens claims and charges with respect encumbrances and are not and will not be subject to preemptive rights or other similar rights of stockholders of the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all Company, other than (i) restrictions on transferability as may be applicable under federal and state taxes which may be payable in respect of securities laws; (ii) restrictive stock legends contemplated by the issue of this Warrant Investment Agreements; or any Common Stock or certificates therefor issuable upon the exercise of this Warrant(iii) those created by Purchaser. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number board of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock directors of the Company shall not be sufficient has unanimously approved the issuance of the Preferred Stock and the Warrant pursuant to effect the terms hereof and of the Conversion Shares and Warrant Shares issuable upon conversion of the Preferred Stock and the exercise of the Warrant in full, subject pursuant to the terms thereof (without giving effect to any limitations set forth on conversion or exercise contained therein, including for purposes of Nasdaq Rule 4350 (the "Nasdaq Authorization")), has unanimously recommended to the stockholders of the Company the approval of the Nasdaq Authorization and will seek Stockholder Approval (as defined in Section 1.3 hereto4.12) at the Company's next stockholder meeting, then which is currently scheduled for May __, 2001. No further authorization or approval (other than the Company will take all such corporate action as may, in Stockholder Approval) is required under the opinion rules of counsel Nasdaq with respect to the Companytransactions contemplated by this Agreement, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in fullincluding, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Conversion Shares and the Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then Shares and the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed inclusion thereof on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantNasdaq.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of 012704 shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, including the payment to the Company covenants of the aggregate Warrant Price for the Warrant Shares, the Warrant Shares shall be issued and agrees registered in the Issuer’s register of members in the name of the Holder, or, at the request of the Holder (provided that all shares a registration statement under the Securities Act providing for the resale of Common Stock the Warrant Shares is then in effect or that the Warrant Shares are otherwise exempt from registration), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal At Custodian (“DWAC”) by the date that is the earlier of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Delivery Date”), and for purposes of Regulation SHO of the Securities Exchange Act of 1934 ,as amended, the Holder hereof shall be deemed to be the holder of the Warrant Shares so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall be obligated to issue and deliver the Warrant Shares to the DTC on a holder’s behalf via DWAC only if such exercise is in connection with a sale or contemplated or proposed sale of the Warrant Shares or other exemption from registration by which the Warrant Shares may be issued upon without a restrictive legend and the exercise of Issuer’s transfer agent is participating in DTC through the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereofDWAC system. The Company further covenants agrees to maintain a transfer agent that is a participant in the FAST program of DTC so long as this Warrant remains outstanding and agrees that it will pay when due and payable any and all federal and state taxes which may exercisable. This Warrant shall be payable exercisable, either in respect its entirety or, from time to time, for part only of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented Warrant Shares referenced by this Warrant. If at this Warrant is submitted in connection with any time partial exercise and the number of authorized but unissued shares of Common Stock of Warrant Shares represented by this Warrant submitted for exercise is greater than the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the actual number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of Shares being acquired upon such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approvalshall, as soon as practicable, and in no event later than two Trading Days after any exercise, and at its own expense, issue a new Warrant of like tenor representing the case may be. If and so long as right to purchase the Common Stock issuable upon number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the exercise number of Warrant Shares with respect to which this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise exercised. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of Warrant Shares exercised as of each date of exercise.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges charges; with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares Subject to the provisions of Common Stock that may be issued Section 9, upon receipt of a Warrant Certificate with the exercise form thereon duly executed, together with payment in full of the Exercise Price for the Warrant Securities being purchased by such exercise, or upon exercise of the rights represented by this Conversion Right described in Section 4.6, the Company shall requisition from the Company's transfer agent certificates for Warrant willSecurities and upon receipt shall make delivery of certificates evidencing the total number of whole Warrant Securities for which Warrants are then being exercised or converted, together with cash as provided in Section 4.8 hereof in respect of any fractional Warrant Securities otherwise issuable upon issuancesuch surrender. The certificates shall be in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder; provided that if fewer than all Warrant Securities issuable on exercise of a Warrant Certificate are purchased, the Company (if so requested) shall issue such balance Warrant Certificate for the balance of the Warrant Securities. Such certificates for the Warrant Securities shall be validly deemed to be issued, fully paid and nonassessablethe person to whom such Warrant Securities are issued of record shall be deemed to have become a holder of record of such Warrant Securities, as of the date of the surrender of such Warrant Certificate and free from all taxespayment of the Exercise Price, liens and charges whichever shall last occur; provided further that if the books of the Company with respect to the issue thereof. The Company further covenants Warrant Securities shall be closed as of such date, the certificates for such Warrant Securities shall be deemed to be issued, and agrees that it will pay when due and payable any and all federal and state taxes which may the person to whom such Warrant Securities are issued of record shall be payable in respect deemed to have become a record holder of such Warrant Securities, as of the issue of this Warrant date on which such books shall next be open (whether before, on or any Common Stock or certificates therefor issuable after the applicable Expiration date) but at the Exercise Price and upon the exercise other conditions in effect upon the date of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise surrender of the Warrant in fullCertificate and payment of the Exercise Price, subject to the limitations set forth in Section 1.3 heretowhichever shall have last occurred, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock Ordinary Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock Ordinary Shares or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock Ordinary Shares to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock Ordinary Shares of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock Ordinary Shares as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock Ordinary Shares issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock Ordinary Shares issuable upon exercise of this Warrant.

Issuance of Shares. The Upon surrender of the Warrants and payment of the Purchase Price as aforesaid, the Company covenants shall issue and agrees that deliver with all shares reasonable dispatch the certificate(s) for the Shares to or upon the written order of Common Stock that the Warrantholder and in such name or names as the Warrantholder may be issued designate. Such certificate(s) shall represent the number of Shares issuable upon the exercise of the rights represented by this Warrant willWarrants so surrendered, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges together with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable a cash amount in respect of any fraction of a Share otherwise issuable upon such exercise. Certificates representing the issue Shares shall be deemed to have been issued and the person so designated to be named therein shall be deemed to have become a holder of this Warrant record of such Shares as of the date of the surrender of the Warrants and payment of the Purchase Price as aforesaid, notwithstanding that the transfer books for the Shares or any Common Stock or certificates therefor issuable other classes of stock purchasable upon the exercise of this Warrantthe Warrants shall then be closed or the certificate(s) for the Shares in respect of which the Warrants are then exercised shall not then have been actually delivered to the Warrantholder. As soon as practicable after each such exercise of the Warrants, the Company shall issue and deliver the certificate(s) for the Shares issuable upon such exercise, registered as requested. The Company further covenants and agrees that Warrants shall be exercisable, at the Company will at all times have authorized and reservedelection of the registered holder hereof, free either as an entirety or from preemptive rights, a sufficient time to time for part of the number of shares of Common Stock Shares specified herein, but in no event shall fractional Shares be issued with regard to provide for the exercise in full of the rights represented by this WarrantWarrants. If In the event that only a portion of the Warrants are exercised at any time prior to the close of business on the Expiration Date, a new warrant certificate shall be issued to the Warrantholder for the remaining number of authorized but unissued shares Shares purchasable pursuant hereto. Prior to due presentment for registration of Common Stock transfer of the Warrants, the Company shall deem and treat the Warrantholder as the absolute owner of the Warrants for the purpose of any exercise hereof or any distribution to the Warrantholder and for all other purposes, and the Company shall not be sufficient to effect the exercise of the Warrant in full, subject affected by any notice to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantcontrary.

Issuance of Shares. The Company covenants and agrees that all shares Subject to the provisions of Common Stock that may be issued Section 9, upon receipt of an Option Certificate with the exercise form thereon duly executed, together with payment in full of the Exercise Price for the Option Securities being purchased by such exercise, or upon exercise of the rights represented by this Warrant willconversion Right described in Section 4.6, the Company shall requisition from the Company’s transfer agent certificates for Option Securities and upon issuancereceipt shall make delivery of certificates evidencing the total number of whole Option Securities for which Options are then being exercised or converted, together with cash as provided in Section 4.8 hereof in respect of any fractional Option Securities otherwise issuable upon such surrender. The certificates shall be validly in such names and denominations as are required for delivery to, or in accordance with the instructions of the Option Holder; provided that if fewer than all Option Securities issuable on exercise of an Option Certificate are purchased, the Company (if so requested) shall issue such balance Option Certificate for the balance of the Option Securities. Such certificates for the Option Securities shall be deemed to be issued, fully paid and nonassessablethe person to whom such Option Securities are issued of record shall be deemed to have become a holder of record of such Option Securities, as of the date of the surrender of such Option Certificate and free from all taxespayment of the Exercise Price, liens and charges whichever shall last occur; provided further that if the books of the Company with respect to the issue thereof. The Company further covenants Option Securities shall be closed as of such date, the certificates for such Option Securities shall be deemed to be issued, and agrees that it will pay when due and payable any and all federal and state taxes which may the person to whom such Option Securities are issued of record shall be payable in respect deemed to have become a record holder of such Option Securities, as of the issue of this Warrant date on which such books shall next be open (whether before, on or any Common Stock or certificates therefor issuable after the applicable Expiration date) but at the Exercise Price and upon the exercise other conditions in effect upon the date of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full surrender of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock Option Certificate and payment of the Company Exercise Price, whichever shall not be sufficient to effect the exercise of the Warrant in fullhave last occurred, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. In connection with this Note Extension, the Company shall issue to the Lender ___ shares of its common stock, par value $0.00 per share (the “Shares”). The Lender shall pay to the Company covenants the par value of the Shares. The Lender represents that the Lender is acquiring the Shares for investment for the Lender’s own account, not as a nominee or agent, and not with the view to, or for the resale in connection with, any distribution thereof. The Lender understands that the Shares have not been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations expressed herein. The Lender acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. The Lender understands that the Shares involve a high degree of risk, and there can be no assurance the Lender will not lose all of the Lender’s investment. The Lender agrees that all each certificate representing the Shares (and any shares of Common Stock that may be issued upon the conversion of this Note or exercise of any warrants issued upon a default under this Note) shall bear a legend in substantially the rights represented by this Warrant willfollowing form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, upon issuanceOFFERED FOR SALE, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon As soon as practicable after the exercise of any Warrant and the rights represented by this clearance of the funds in payment of the Warrant willPrice or upon delivery of the subscription form as set forth in Section 3.3.1, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect the Company shall issue to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect registered holder of such Warrant the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of full shares of Common Stock to provide which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised in full, a book entry receipt for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be sufficient obligated to effect deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, holders or (b) in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to Warrants is exempt from the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance of shares upon would be unlawful. In the exercise of this Warrant require event that a registration statement under the Act with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor respect to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon underlying the Warrants is not effective or a current prospectus is not available, or an exemption from registration is not available, or because such exercise of this Warrant is listed on would be unlawful with respect to a registered holder in any national securities exchange or the Nasdaq Stock Marketstate, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company will, if permitted by be required to “net cash settle” the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantwarrant exercise.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and arid agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Upon receipt by the Company covenants from the Holder of a facsimile transmission or e-mail or overnight FedEx of a Notice of Exercise, the Company shall issue and agrees deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Shares (or cause the electronic delivery of the Shares as contemplated by Section 2(d) hereof) within three (3) Trading Days after such receipt (the “Deadline”). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Shares or to which the Holder is entitled hereunder and register such Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (an “Exercise Failure”), then, in addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Exercise Failure an amount equal to 2.0% of the product of (A) the sum of the number of Exercise Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Shares to the Holder without violating this Section 2(b) and (ii) the Holder, upon written notice to the Company, may void its Notice of Exercise with respect to, and retain or have returned, as the case may be, any portion of this Warrant that all has not been exercised pursuant to such Notice of Exercise; provided that the voiding of an Notice of Exercise shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that may be issued upon the exercise Holder anticipated receiving from the Company, then the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Shares) or credit such Holder’s balance account with DTC for such Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to Buy-In Price over the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect product of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient (A) such number of shares of Common Stock to provide for Stock, times (B) the exercise in full closing sales price of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock on the date of exercise. Nothing shall limit the Company shall not be sufficient Holder’s right to effect the exercise pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel specific performance and/or injunctive relief with respect to the Company, be necessary ’s failure to timely deliver certificates representing the Shares (or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of electronically deliver such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares Shares) upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then as required pursuant to the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantterms hereof.

Issuance of Shares. The Subject to the restrictions set forth in Section 5 below, upon surrender of the Warrants and payment of the Purchase Price as aforesaid, the Company covenants shall issue and agrees that deliver with all shares reasonable dispatch the certificate(s) for the Shares to or upon the written order of Common Stock that the Warrantholder and in such name or names as the Warrantholder may be issued designate. Such certificate(s) shall represent the number of Shares issuable upon the exercise of the rights represented by this Warrant willWarrants, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges together with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable a cash amount in respect of any fraction of a Share otherwise issuable upon such exercise. Certificates representing the issue Shares shall be deemed to have been issued and the person so designated to be named therein shall be deemed to have become a holder of this Warrant record of such Shares as of the date of the surrender of the Warrants and payment of the Purchase Price as aforesaid; notwithstanding that the transfer books for the Shares or any Common Stock or certificates therefor issuable other classes of stock purchasable upon the exercise of this Warrantthe Warrants shall then be closed or the certificate(s) for the Shares in respect of which the Warrants is then exercised shall not then have been actually delivered to the Warrantholder. As soon as practicable after each such exercise of the Warrants, the Company shall issue and deliver the certificate(s) for the Shares issuable upon such exercise, registered as requested. The Warrants shall be exercisable, at the election of the registered holder hereof, either as an entirety or from time to time for part of the number of Shares specified herein, but in no event shall fractional Shares be issued with regard to the exercise of the Warrants. In the event that only a portion of the Warrants is exercised at any time prior to the close of business on the Expiration Date, a new warrant certificate shall be issued to the Warrantholder for the remaining number of Shares purchasable pursuant hereto. The Company further covenants and agrees that shall cancel the Warrants when they are surrendered upon exercise. Prior to due presentment for registration of transfer of the Warrants, the Company will at all times have authorized shall deem and reserved, free from preemptive rights, a sufficient number treat the Warrantholder as the absolute owner of shares the Warrants (notwithstanding any notation of Common Stock to provide ownership or other writing on this warrant certificate made by anyone other than the Company) for the purpose of any exercise in full of hereof or any distribution to the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of Warrantholder and for all other purposes, and the Company shall not be sufficient to effect the exercise of the Warrant in full, subject affected by any notice to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantcontrary.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor therefore issuable upon the exercise of this WarrantWarrant excluding the Holder's income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant4.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best commercially reasonable efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may the Shares purchased under this ------------------ Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares. Certificates for the Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the exercise of Holder hereof by the Company at the Company's expense within a reasonable time, not exceeding 15 days after the rights represented by this Warrant willhave been so exercised. In case of a purchase of less than all the Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the Shares purchasable under the Warrant surrendered upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect such purchase to the issue thereofHolder hereof within a reasonable time, not exceeding 15 days after the date of such surrender. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which Each stock certificate so delivered shall be in such denominations as may be payable requested by the Holder hereof and shall be registered in respect the name of such Holder or such other name as shall be designated by such Holder. Notwithstanding anything to the issue of contrary in this Warrant or any Common Stock or certificates therefor issuable upon Section 3, the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock obligation of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain deliver Shares upon any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on subject to the condition that all waiting periods, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") applicable to such issuance ------- of Shares upon such exercise shall have expired or been terminated, and all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any national securities exchange or the Nasdaq Stock Marketgovernmental authority, if any, required in connection with such issuance of Shares hereunder upon such exercise, the Company will, if permitted by failure of which to have been obtained or made would have the rules effect of making the issuance of such exchange Shares illegal, shall have been obtained or marketmade and the Company shall use its reasonable best efforts to obtain or make such consents, list and keep listed on such exchange filings or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantother matters as soon as reasonably practicable.

Issuance of Shares. The Upon satisfaction of the conditions set forth in Section 7 above, the Company covenants and agrees shall evidence the purchase of the Optioned Shares then being purchased by the Participant (or the person(s) exercising the Participant’s Stock Option in the event of the Participant’s death) in any manner deemed appropriate by the Company (including, but not limited to, a book entry for the shares or a certificate for such shares); provided that all the obligation of the Company to deliver shares of Common Stock that shall be subject to compliance with all applicable requirements of federal, state, and foreign securities laws. In addition, the Stock Option may not be issued upon exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges Stock Option in effect with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor shares issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. PARTICIPANTS ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, PARTICIPANTS MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or advisable sell such shares as to increase the number of its authorized shares of Common Stock as shall be sufficient which such requisite authority has not been obtained. As a condition to permit the exercise of the Warrant in fullStock Option, subject the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the limitations set forth in Company. In accordance with Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose 10.3 of the issuance Plan, the Company or any subsidiary of shares upon the exercise Company shall have the right to withhold any amount necessary, and/or make such other arrangements as it considers necessary, to satisfy any federal, state or provincial, local or other tax obligations required by the laws of this Warrant require registration with the United States and/or any other applicable jurisdiction. If the Participant fails to pay for any of the Optioned Shares specified in the Participant’s Notice of Exercise or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercisefails to accept delivery thereof, then the Company will in good faith and as expeditiously as possible endeavor Participant’s right to secure purchase such registration or approval, as the case Optioned Shares may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted be terminated by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantCompany.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that Option may be issued upon exercised in whole or in part (to the exercise extent that it is exercisable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased, at the principal office of the rights represented Company during ordinary business hours, or at such other hour and place agreed upon by this Warrant will, upon issuance, be validly issued, fully paid the Company and nonassessablethe person or persons exercising the Option, and free from all taxes, liens shall otherwise comply with the terms and charges conditions of this Agreement. On the date specified in such written notice (which date may be extended by the Company if any law or regulation requires the Company to take any action with respect to the issue Shares prior to the issuance thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved), free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not accept payment for the Shares and shall deliver to the Optionee an appropriate certificate or certificates for the Shares as to which the Option was exercised. The Option price of any Shares shall be sufficient to effect payable at the time of exercise in any of the Warrant in fullfollowing forms, subject to the limitations set forth in Section 1.3 heretoor a combination of them: (a) cash, then (b) check; (c) consideration the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the receives under a cashless exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company willprogram, if permitted by the rules Company; or (d) by surrendering other Shares which (i) in the case of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable Shares the Optionee acquired upon exercise of an option, the Optionee owned for more than six (6) months on the date of surrender, and (ii) have a fair market value on the date of surrender equal to the aggregate purchase price of the Shares. The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this WarrantOption shall have the rights of a stockholder only with respect to those Shares covered by the Option which have been registered in the holder's name in the share register of the Company upon the due exercise of the Option.

Issuance of Shares. The In connection with this Note, the Company covenants and agrees that all shall issue to the Lender ______ shares of Common Stock that may be issued upon its common stock, par value $0.00 per share (the exercise "Shares"). The Lender shall pay to the Company the par value of the rights represented by this Warrant willShares. The Lender represents that the Lender is acquiring the Shares for investment for the Lender's own account, upon issuance, be validly issued, fully paid and nonassessablenot as a nominee or agent, and free from all taxesnot with the view to, liens and charges with respect to the issue or for resale in connection with, any distribution thereof. The Company further covenants Lender understands that the Shares have not been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations as expressed herein [the accredited investor rep elsewhere in the Note]. The Lender acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. The Lender understands that the Shares involve a high degree of risk, including those risk factors [attached hereto], and there can be no assurance the Lender will not lose all of the Lender's investment. The Lender agrees that it will pay when due each certificate representing the Shares (and payable any and all federal and state taxes which may be payable in respect of the issue shares issued upon conversion of this Warrant Note or any Common Stock or certificates therefor issuable upon the exercise of any warrants issued upon a default under this WarrantNote) shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. The Company further covenants and agrees that the Company will at all times have authorized and reservedTHEY MAY NOT BE SOLD, free from preemptive rightsOFFERED FOR SALE, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

Issuance of Shares. The Company covenants Shares and agrees that all shares of Common Stock that may be the Warrants are duly authorized, and when issued upon and paid for in accordance with the exercise of the rights represented by this Warrant will, upon issuance, terms hereof shall be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants has and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have while the Shares and any Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its obligations under this Agreement, the Warrants and reserved, free from preemptive rights, a sufficient the Vote Certificates and in no circumstances shall such reserved and available shares of Common Stock be on the Closing Date for such Shares less than the sum of (i) two times the number of shares of Common Stock which would be issuable upon conversion of the Shares to provide be issued on such Closing Date were such conversion effected on the Original Issue Date for such Shares and (ii) (a) with respect to the Series B Closing, the number of shares of Common Stock which would be issuable upon exercise in full of the rights represented by this Warrant. If at any time Initial Warrant on the original issue date thereof and (b) with respect to each of the Series B Closing, Series C Closing, Series D Closing, Series E Closing and Series F Closing, the number of authorized but unissued shares of Common Stock which would be issuable upon exercise in full of the Company shall not be sufficient to effect the exercise Subsequent Warrants issuable in respect of the Warrant Shares sold at such Closing. When issued in fullaccordance with the terms hereof and the Vote Certificates, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall into which the Shares may be sufficient to permit converted (the "UNDERLYING SHARES") will be duly authorized, validly issued, fully paid and nonassessable; and when issued upon exercise of the Initial Warrant or Subsequent Warrants (collectively, the "WARRANTS") in fullaccordance with their respective terms, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the on exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock MarketWarrants (the "WARRANT SHARES") will be duly authorized, the Company willvalidly issued, if permitted by the rules of such exchange or market, list fully paid and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantnonassessable.

Issuance of Shares. The In connection with this Note, the Company covenants and agrees that all shall issue to the Lender _______ shares of Common Stock that may be issued upon its common stock, no par value per share (the exercise "Shares"). The Lender shall pay to the Company the par value of the rights represented by this Warrant willShares. The Lender represents that the Lender is acquiring the Shares for investment for the Lender's own account, upon issuance, be validly issued, fully paid and nonassessablenot as a nominee or agent, and free from all taxesnot with the view to, liens and charges with respect to the issue or for resale in connection with, any distribution thereof. The Company further covenants Lender understands that the Shares have not been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations as expressed herein [the accredited investor rep elsewhere in the Note]. The Lender acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. The Lender understands that the Shares involve a high degree of risk, including those risk factors [attached hereto], and there can be no assurance the Lender will not lose all of the Lender's investment. The Lender agrees that it will pay when due each certificate representing the Shares (and payable any and all federal and state taxes which may be payable in respect of the issue shares issued upon conversion of this Warrant Note or any Common Stock or certificates therefor issuable upon the exercise of any warrants issued upon a default under this WarrantNote) shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. The Company further covenants and agrees that the Company will at all times have authorized and reservedTHEY MAY NOT BE SOLD, free from preemptive rightsOFFERED FOR SALE, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

Issuance of Shares. The Investor Shares and the Other Shares, when purchased and issued at the First Closing or the Second Closing (as applicable) in accordance herewith, will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof other than restrictions on transfer provided under applicable state and federal securities laws and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof. The Company covenants and agrees that all shares has available for issuance as of the First Closing Date, the Common Stock that may be issued initially issuable upon the exercise of the rights represented by this First Closing Warrant willand the Second Amended and Restated Warrant. In addition, upon the Company will have available for issuance, as of the Second Closing Date, the Common Stock initially issuable upon the exercise of any Additional Warrant, the Third Amended and Restated Warrant and the Other Warrants (as if such exercise occurred on the First Closing Date or the Second Closing Date, as the case may be). The Warrant Shares and Other Warrant Shares, when purchased and issued at the First Closing or the Second Closing (as applicable) in accordance herewith, will be duly authorized and reserved for issuance and, when purchased and issued upon exercise of the New Investor Warrants, the Second Amended and Restated Warrant, the Third Amended and Restated Warrant or the Other Warrants (as applicable) in accordance their terms, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens liens, claims and charges encumbrances with respect to the issue thereof. The Company further covenants thereof other than restrictions on transfer provided under applicable state and agrees that it will pay when due federal securities laws and payable any and all federal and state taxes which may shall not be payable in respect subject to preemptive rights or other similar rights of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock shareholders of the Company shall and will not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares impose personal liability upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantholder thereof.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise Corporation will, as of the rights represented by this Warrant willtime the conversion is effected, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect issue to the issue thereof. The Company further covenants Holder such number of Conversion Shares as are properly required to satisfy the conversion provisions set out herein and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will shall at all times have reserve and keep available out of its authorized and reservedbut unissued Common Shares, free from preemptive rightssolely for the purpose of effecting any conversion pursuant hereto, a sufficient such number of shares its Common Shares as shall from time to time be sufficient to effect the conversion of Common Stock to provide for the exercise in full of the rights represented by this Warrantall Outstanding Principal. If at any time the number of authorized but unissued shares of Common Stock of the Company Conversion Shares shall not be sufficient to effect the exercise of relevant conversion, the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will Corporation shall take all such corporate action as may, in the opinion of counsel to the Company, may be necessary or advisable to increase the its authorized but unissued Conversion Shares to such number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in fullfor such purposes, subject to the limitations set forth in Section 1.3 heretoincluding, including without limitation, using its engaging in best efforts to obtain any necessary stockholder approval of such increasethe requisite shareholder approval, if applicable. The Company further covenants Conversion Shares issued upon conversion of this Convertible Debenture shall rank pari passu with, and agrees that if have all of the rights (including the right to receive all dividends and other distributions declared after the conversion), preferences, privileges, and obligations of, and shall be issued in accordance with the same terms and conditions as the Common Shares. As promptly as practicable, and in any shares event within two (2) Business Days following the delivery of capital stock the Conversion Notice or the Maturity Date, as applicable, the Corporation will deliver or cause to be reserved delivered to the Holder, its nominee or its assignee a share certificate, direct registration statement or certificates or direct registration statements representing such Conversion Shares. No fractional shares shall be issued upon any conversion pursuant hereto and all Conversion Shares (including fractions thereof) issuable upon conversion by the Holder shall be aggregated for the purpose of determining whether the conversion would result in the issuance of shares upon any fractional Conversion Share. If, after the exercise of this Warrant require registration with or approval aforementioned aggregation, the conversion would result in the issuance of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Marketfractional share, the Company willnumber of Conversion Shares to be issued shall be rounded down to the nearest whole Conversion Share. The Corporation shall not be required to make any payment to the Holder who, if permitted by absent this Section 2.5, would otherwise have been entitled to receive a fractional Conversion Share. For certainty, the rules Conversion Shares issued upon conversion shall be freely tradeable and shall be entitled to dividends declared in favour of such exchange holders of record of Common Shares on or marketafter the delivery of the Conversion Notice, list from which applicable date they will for all purposes be and keep listed on such exchange or market, upon official notice of issuance, all shares of such be deemed to be issued and outstanding as fully paid and non-assessable Common Stock issuable upon exercise of this WarrantShares.

Issuance of Shares. The Company covenants and agrees that all Certificates for shares of Common Stock purchased pursuant to the exercise of Warrants shall be delivered to the Registered Holder by MAXF's transfer agent at MAXF's expense as soon as practicable after the date on which any of the Warrants shall have been exercised in accordance with the terms hereof. Each certificate so delivered shall be in such denominations as may be reasonably requested by the Registered Holder hereof and shall be registered in the name of the Registered Holder or, subject to applicable laws (including payment of any applicable transfer taxes by the Registered Holder), other name as shall be requested by the Registered Holder. MAXF agrees that may the shares so issued shall be deemed to be issued to the Registered Holder as the record owner of such shares as of the close of business on the business day immediately following the date on which this Warrant Certificate shall have been surrendered to MAXF in connection with the Warrants being exercised, together with full payment of the Exercise Price therefor, in accordance with the terms hereof. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the rights represented by this any Warrants. In case a Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges Certificate is surrendered for exercise with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and less than all federal and state taxes which may be payable in respect of the Warrants represented hereby, MAXF will issue of this or cause to be issued a new signed Warrant Certificate or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide Certificates following such surrender for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares Warrants represented thereby which were not so exercised, and the Registered Holder will countersign and return a copy of Common Stock of the Company shall not be sufficient same to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantMAXF.

Issuance of Shares. The Company covenants Common Shares are duly authorized and, when issued in accordance with this Agreement, will be duly and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, free and free from clear of all taxes, liens and charges with respect Liens imposed by the Company. Prior to the issue thereof. The Company further covenants and agrees that it Closing Time, the Certificate of Designations will pay when due and payable any and all federal and state taxes which may be payable in respect have been filed with the Secretary of State of the issue State of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants Delaware and agrees that will be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. As of the Closing Time, the Series B Preferred Shares will at all times have be duly authorized and, when issued in accordance with this Agreement, will be duly and reservedvalidly issued, fully paid and nonassessable, free from preemptive rightsand clear of all Liens imposed by the Company. As of the Closing Time, a sufficient number of the Conversion Shares and other shares of Common Stock issuable upon conversion or redemption of, or otherwise pursuant to provide for the exercise in full terms of, the Series B Preferred Shares, will be duly authorized and, when issued upon conversion or redemption of, or otherwise pursuant to the Certificate of Designations of the rights represented Series B Preferred Shares will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by this Warrantthe Company. If at any time As of the number of authorized but unissued Closing Time, the Warrant Shares (as defined in the Warrants) and other shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of, or otherwise pursuant to, the Warrants will be duly authorized and, when issued upon exercise of, or otherwise pursuant to, the Warrants, will be duly and validly issued, fully paid and non-assessable, free and clear of this Warrantall Liens imposed by the Company. As of the Closing Time, the Company will have reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to the Series B Preferred Shares and the Warrants.

Issuance of Shares. The Company covenants (a) Subject to the terms of this Agreement and agrees that all shares of Common Stock that may be issued upon the exercise Plan, if a Rightholder surrenders the Rights Certificate and pays the Rights Price in accordance with Section 3.1(a) or 3.2, whichever is applicable, then as of the rights represented by this Warrant willEffective Date the Company shall issue and cause to be delivered to, upon issuanceand in the name of, be validly issuedsuch Rightholder a certificate or certificates for the number of duly authorized, fully paid and nonassessable, nonassessable whole Shares specified in paragraph (b) of this Section (the "Issued Shares"). Such certificate or certificates shall be deemed to have been issued and free from all taxes, liens and charges with respect the Rightholder named therein shall be deemed to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect have become a holder of the issue Issued Shares as of this Warrant or any Common Stock or certificates therefor issuable upon the exercise close of this Warrant. The Company further covenants and agrees business on the Effective Date, notwithstanding that the Company will at all times certificates representing such Issued Shares shall not actually have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for been delivered by that time or that the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock stock transfer books of the Company shall then be closed. (b) For Group A Rightholders, the number of Issued Shares shall be determined in accordance with Section 3.1(b). For Group B Rightholders, if the number of Shares for which a Group B Rightholder subscribes under Section 3.2 ("Subscribed Shares"), when aggregated with the total number of Subscribed Shares for all other Group B Rightholders in the same Class, does not be sufficient exceed the aggregate number of Shares allocated to effect that Class under Section 2.2, then the exercise number of Issued Shares for the Warrant Group B Rightholder shall equal that Group B Rightholder's number of Subscribed Shares. If the aggregate number of Subscribed Shares for all Group B Rightholders in full, subject a particular Class exceeds the aggregate number of Shares allocated to the limitations set forth in that Class under Section 1.3 hereto2.2, then the Company shall allocate the Issued Shares among subscribing Group B Rightholders in that Class by accepting in full the subscription of the Group B Rightholder in that class who subscribes for the greatest number of shares. Following such acceptance, if any Shares allocated to that Class remain available for issuance, the Company will take accept the subscription of the Group B Rightholder in that Class who subscribes for the second greatest number of Shares (to the extent that Shares allocated to that Class remain available for issuance after the Company has accepted the larger subscription), and so on according to this principle until the Company has accepted subscriptions for all such corporate action as may, Shares allocated to that Class. If two (2) or more Group B Rightholders in the opinion same Class have the same number of counsel Subscribed Shares and are entitled to have their subscriptions accepted by the CompanyCompany according to this principle, be necessary or advisable to increase then the number of its authorized shares Issued Shares for each of Common Stock as those Group B Rightholders shall be sufficient in proportion to permit their respective Allowed Claims (in any Class other than the exercise Elsinore Equity Holders) or their respective Elsinore Equity Interests (in the Class of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increaseElsinore Equity Holders). The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.3.4

Issuance of Shares. The Company covenants and agrees that all shares Subject to the provisions of Common Stock that may be issued Section 9, upon receipt of a Warrant Certificate with the exercise form thereon duly executed, together with payment in full of the Exercise Price for the Warrant Securities being purchased by such exercise, or upon exercise of the rights represented by this Conversion Right described in Section 4.6, the Company shall requisition from the Company's transfer agent certificates for Warrant willSecurities and upon receipt shall make delivery of certificates evidencing the total number of whole Warrant Securities for which Warrants are then being exercised or converted, together with cash as provided in Section 4.7 hereof in respect of any fractional Warrant Securities otherwise issuable upon issuancesuch surrender. The certificates shall be in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder; provided that if fewer than all Warrant Securities issuable on exercise of a Warrant Certificate are purchased, the Company shall issue a Warrant Certificate for the balance of the Warrant Securities. Such certificates for the Warrant Securities shall be validly deemed to be issued, fully paid and nonassessablethe person to whom such Warrant Securities are issued of record shall be deemed to have become a holder of record of such Warrant Securities, as of the date of the surrender of such Warrant Certificate and free from all taxespayment of the Exercise Price, liens and charges whichever shall last occur; provided further that if the books of the Company with respect to the issue thereof. The Company further covenants Warrant Securities shall be closed as of such date, the certificates for such Warrant Securities shall be deemed to be issued, and agrees that it will pay when due and payable any and all federal and state taxes which may the person to whom such Warrant Securities are issued of record shall be payable in respect deemed to have become a record holder of such Warrant Securities, as of the issue of this Warrant or any Common Stock or certificates therefor issuable date provided in Section 4.5 below, but at the Exercise Price and upon the exercise other conditions in effect upon the date of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise surrender of the Warrant in fullCertificate and payment of the Exercise Price, subject to the limitations set forth in Section 1.3 heretowhichever shall have last occurred, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Preferred Stock, Conversion Shares and Warrant Shares are duly authorized and, upon issuance in accordance with the terms of this Agreement, upon conversion of the shares of Preferred Stock that may be issued in accordance with the terms of the Certificate of Designation and upon the proper exercise of the rights represented by this Warrants in accordance with the terms of the Warrants, as applicable, the shares of Preferred Stock, Conversion Shares and Warrant will, upon issuance, Shares shall be validly issued, fully paid and nonassessablenon-assessable, free of any encumbrances, and free from all taxesshall not be subject to preemptive rights of stockholders of the Company. The terms, liens designations, powers, preferences and charges with respect relative, participating, and optional or special rights, and the qualifications, limitations, and restrictions of each series of preferred stock of the Company are as stated on the Certificate of Incorporation, as amended, the Bylaws, as amended and restated, and the Certificate of Designation, as amended and restated, filed on or prior to the issue thereofdate hereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of has reserved 1,180,000 shares of Common Stock for issuance to provide the Investors in connection with the conversion of the Preferred Stock issued or issuable to the Investors, including the issuance of the Conversion Shares, and 675,000 shares of Common Stock for issuance to the Investors in connection with the exercise of the Warrants issued or issuable to the Investors. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the exercise in full purpose of effecting the conversion of the rights represented by this Warrant. If Preferred Stock, including the issuance of the Conversion Shares, and exercise of the Warrants such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding Preferred Stock and to issue the Conversion Shares, and the exercise of all then outstanding Warrants; and if at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock and to issue the Conversion Shares, and the exercise of the Warrant in fullall then outstanding Warrants, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, may be necessary or advisable to increase the number of its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of for such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantpurposes.

Issuance of Shares. The Company covenants Shares are duly authorized, and agrees that all shares of Common Stock that may be when issued upon and paid for in accordance with the exercise of the rights represented by this Warrant willterms hereof, upon issuance, shall be validly issued, fully paid and nonassessable, free and free from clear of all taxesliens, liens encumbrances and charges rights of first refusal of any kind (collectively, "Liens"). The Company has and, at the Series 1998-A1 Closing Date, the Series 1998-A2 Closing Date and the Series 1998-A3 Closing Date (each a "Closing Date"), as the case may be, will have and at all times while the Shares are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its obligations under this Agreement, the Warrants and the Certificates of Designation with respect to the issue thereof. The Company further covenants number of Shares issued and agrees that it will pay when due outstanding at such Closing Date and payable any in no circumstances shall such reserved and all federal and state taxes which may be payable in respect available shares of the issue of this Warrant or any Common Stock or certificates therefor issuable upon be less than the exercise sum of this Warrant. The Company further covenants and agrees that (i) 175% times the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient maximum number of shares of Common Stock to provide for the exercise in full which would be issuable upon conversion of the rights represented by this Warrant. If at any time Shares issued pursuant to the terms hereof with respect to the number of authorized but unissued Shares issued and outstanding at such Closing Date were such conversion effected on the Original Issue Date for such Shares and (ii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares, assuming each Share is outstanding for two years. The shares of Common Stock issuable upon conversion of the Company shall not be sufficient to effect the exercise of the Warrant in fullShares, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares which may be validly issued or delivered upon exercise, then as payment of dividends on the Company will in good faith Shares and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock which are issuable upon exercise of this Warrantthe Warrants are collectively referred to herein as the "Underlying Shares." When issued in accordance with the Certificates of Designation, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens. (e)

Issuance of Shares. The Option may be exercised in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased, at the principal office of the Company covenants during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement. On the date specified in such written notice (which date may be extended by the Company if any law or regulation requires the Company to take any action with respect to the Shares prior to the issuance thereof), the Company shall accept payment for the Shares and shall deliver to the Optionee an appropriate certificate or certificates for the Shares as to which the Option was exercised. The Optionee acknowledges and agrees that all shares the Shares to be acquired upon exercise of Common Stock the Option shall be subject to the Company's Stockholders' Agreement as in effect from time to time and the Management Agreement, and the issuance of Shares pursuant to the exercise of this Option shall be expressly conditioned upon the Optionee's execution of such agreements. The Option price of any Shares shall be payable at the time of exercise and shall only be payable through the Optionee's delivery to the Company of Shares that may would otherwise be issued acquired upon the exercise of the rights represented Option (the "WITHHELD SHARES"). The fair market value of the number of Shares to be acquired by this Warrant willthe Optionee upon exercise of the Option, upon issuancenet of the Withheld Shares, shall be validly issued, fully paid equal to $447,205 (the "ACQUIRED SHARES") plus the value of Dividends (as provided for in Article 4 of the Amended and nonassessable, and free Restated Certificate of Incorporation of VI Acquisition Corp.) accrued on the Acquired Shares from the Effective Date. The Company shall pay all taxes, liens and charges original issue taxes with respect to the issue thereofissuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue holder of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times Option shall have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented of a stockholder only with respect to those Shares covered by this Warrant. If at any time the number of authorized but unissued shares of Common Stock Option which have been registered in the holder's name in the share register of the Company shall not be sufficient to effect upon the due exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantOption.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Unit Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Unit Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Unit Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Unit Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Unit Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Unit Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Unit Warrant.