Common use of No Impairment Clause in Contracts

No Impairment. The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderRegistered Holder against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Articles or through any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or of performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder.

No Impairment. The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant Certificate and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter certificate of incorporation or by-laws or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all of the provisions of this Warrant terms and in the taking of all such action as may be actions necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter articles of incorporation or by-laws or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all of the provisions of this Warrant terms and in the taking of all such action as may be actions necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, of this Warrant but will at all times in good faith assist in the carrying carry out of all the provisions of this Warrant such terms and in taking of take all such action as may be reasonably necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate or through any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or of performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder.

No Impairment. The Company will not, by amendment of its Charter charter or ------------- through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter or charter through any reorganization, transfer of assets, consolidation, merger, dissolution, issue issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will (subject to Section 13 below) at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderCertificate.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderfulfill its obligations hereunder.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by of the Company, Warrants referenced in Section 3 but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderConsultant against impairment.

No Impairment. The Company will not, by amendment of its Charter certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

No Impairment. The Company will not, by amendment of its Charter or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Articles and/or Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Note, but will at all times and in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder under this Note against wrongful impairment. Without limiting the generality of the foregoing, Company will take all such action as may be necessary or appropriate in order that Company may duly and validly issue fully paid and nonassessble Conversion Shares upon the conversion of this Note.

No Impairment. The Company will not, by amendment of its Charter or by-laws or through any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder.

No Impairment. The Company will not, by amendment of its Charter Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant Section and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

No Impairment. The Company will not, by amendment of its Charter memorandum and articles of association or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all of the provisions of this Warrant terms and in the taking of all such action as may be actions necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderRegistered Holder against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

No Impairment. The Company will not, by amendment of its Charter Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder.

No Impairment. The Company will not, by amendment of its Charter Articles of Incorporation or through any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying carrying, out of all the provisions of in this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderWarrant.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will (subject to Section 11 below) at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderRegistered Holder against impairment.

No Impairment. The Company will not, by amendment of its Charter articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will notshall not by any action including, by amendment without limitation, amending its certificate of its Charter incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying carry out of all the provisions of this Warrant such terms and in taking of take all such action actions as may be necessary or appropriate in order to protect the rights of the WarrantholderHolders against impairment.

No Impairment. The Company will not, by amendment of its Charter articles of incorporation or by-laws or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all of the provisions of this Warrant terms and in the taking of all such action as may be actions necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, statutory share or interest exchange, division, conversion, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant EXHIBIT I and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the WarrantholderHolders against impairment to the extent required hereunder.

No Impairment. The Company will shall not, by amendment of its Charter charter documents or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by of the CompanyWarrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder against dilution or other impairment.

No Impairment. The Company will not, by amendment of its Charter certificate of incorporation or by-laws or through any reorganizationconsolidation, Merger, Reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all of the provisions of this Warrant terms and in the taking of all such action as may be actions necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

No Impairment. The Company will not, by amendment of its Charter constitutive documents or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities issuance or any other voluntary action, avoid or seek to avoid the observance or performance of any the terms of this Warrant, or to deprive the holder hereof of the terms to be observed or performed hereunder by the Companyintended benefits hereof, but and will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all take such action actions (or refrain therefrom) as may shall be necessary or appropriate in order to protect effect the rights of the Warrantholder.intended purposes and benefits of

No Impairment. The Company will not, by amendment of its Charter Articles of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderCertificate.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will (subject to Section 13) at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderterms.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, of this Warrant but will at all times in good faith assist in the carrying carry out of all the provisions of this Warrant such terms and in taking of take all such action as may be reasonably necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment, subject to any amendment or waiver as permitted pursuant to Section 11(e).

No Impairment. The Company will not, by amendment of its Charter articles of organization or through any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or of performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderWarrant.

No Impairment. The Company will not, by amendment of its Charter or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter organizational documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by it under this Agreement, the CompanyNotes and the Warrants, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such agreements and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderinstruments.

No Impairment. The Company will not, by amendment of its Charter charter or by-laws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of in this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderWarrant.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the WarrantholderHolder of this Note.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other similar voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of the Warrant against impairment due to such event.

No Impairment. The Company will not, by amendment of its Charter Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, Company but will at all times in good faith assist in the carrying out of all the provisions of this Warrant Section 5 and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the WarrantholderWarrantholder against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderRegistered Holder against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderRegistered Holder against impairment.

No Impairment. The Company will not, by amendment of its Charter Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of in this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderWarrant.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid avoid, or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter charter, bylaws or other governing documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment. Without limiting the generality of the foregoing, the Company will at all times take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable stock upon the exercise of the Warrants.

No Impairment. The Company will not, by amendment of its Charter charter or by-laws or through any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all such terms and the provisions of this Warrant and in taking of all such action actions as may be reasonably necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter or through any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or of performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder.

No Impairment. The Company will not, by amendment of its Charter charter or ------------- through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderWarrant.

No Impairment. The Company will not, by amendment of its Charter charter documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but and will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Note, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder under this Note against wrongful impairment.

No Impairment. The Company will not, by amendment of its Charter Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderWarrantholders.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, Company but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderWarrant.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of the WarrantholderRegistered Holder against impairment.

No Impairment. The Company will shall not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will shall at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Organizational Documents, or through any reorganization, transfer of assetsconsolidation, consolidationamalgamation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, Company but will at all times in good faith assist in the carrying out of all the provisions of this Warrant the Notes and in the taking of if all such action as may be necessary or appropriate in order to protect the conversion rights of the Warrantholderholders of the Notes against impairment.

No Impairment. The Company will not, by amendment of its Charter charter documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by of the CompanyWarrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholders of the Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, of this Warrant but will at all times in good faith assist in the carrying carry out of all the provisions of this Warrant such terms and in taking of take all such action as may be reasonably necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment, subject to any amendment or waiver as permitted pursuant to Section 10(e).

No Impairment. The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to intentionally avoid the observance or performance of any of the terms to be observed or performed hereunder by the CompanyCompany under this Agreement, but will at all times in good faith assist in the carrying out of all the provisions of this Agreement and each Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderCertificate.

No Impairment. The Company will not, by amendment of its Charter certificate of formation, limited liability company agreement or other agreement or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, take any action, or fail to take any action, to avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderRegistered Holder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or bylaws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderRegistered Holder against impairment.

No Impairment. The Company will shall not, by amendment of its the Charter or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will shall at all times in good faith assist in the carrying out of all the provisions of this Warrant Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderWarrantholder against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant Such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant Section 7E and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderConversion Rights against impairment.

No Impairment. The Company will not, by amendment of its Charter organizational documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyit under this Agreement, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such agreements and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderinstruments.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderRegistered Holder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Note, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder under this Note against wrongful impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant Section 7F and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderConversion Rights against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will (subject to Section 14 below) at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter certificate of incorporation and bylaws or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all of the provisions of this Warrant terms and in the taking of all such action as may be actions necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any ------------- reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.CONFIDENTIAL AND PROPRIETARY

No Impairment. The Company will not, by amendment of its Charter charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will (subject to Section 15 below) at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder of this Warrant against impairment.

No Impairment. The Company will not, by amendment of its Charter Memorandum of Association and Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, Company but will at all times in good faith assist in the carrying out of all the provisions of this Warrant Section 1.5 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderSeries A Conversion Rights against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.faith

No Impairment. The Company will not, by amendment of its Charter by-laws or through any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, action avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderHolder.

No Impairment. The Company will shall not, by amendment of its the Charter or through any a reorganization, transfer of assets, consolidation, merger, dissolution, issue issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder under this Warrant by the Company, but will shall at all times in good faith assist in the carrying out of all the provisions of this Warrant Section 2 and in taking of all such action as may be necessary or appropriate in order to protect the Holder’s rights of the Warrantholderunder this Section against impairment.

No Impairment. The Company will not, by amendment of its Charter Certificate or By-laws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue issuance or sale of securities securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Agreement, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the WarrantholderPurchaser under this Agreement against wrongful impairment.

No Impairment. The Company will not, by amendment of its Charter Articles and/or Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Note, but will at all times and in good faith assist in the carrying out of all the provisions of this Warrant such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholderholder under this Note against wrongful impairment.

No Impairment. The Company will not, by amendment of its Charter certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyof this Warrant, but will at all times in good faith assist in the carrying out of all of the provisions of this Warrant terms and in the taking of all such action as may be actions necessary or appropriate in order to protect the rights of the WarrantholderHolder against impairment.