Common use of Reservation and Listing of Shares Clause in Contracts

Reservation and Listing of Shares. The Company will at all times reserve and keep available, out of its authorized but unissued Common Shares, solely for the purpose of providing for the exercise of the Warrants, the aggregate number of Common Shares then issuable upon exercise of the Warrants at any time and shall take all action required to increase the authorized number of Common Shares if at any time there shall be insufficient authorized but unissued Common Shares to permit such reservation or to permit the exercise of a Warrant (an “Authorized Share Failure”). Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 180 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized Common Shares. In connection with such meeting, the Company shall use its best efforts to solicit its stockholders’ approval of such increase in authorized Common Shares and to cause its Board to recommend to the stockholders that they approve such proposal. The Company shall instruct the transfer agent to deliver to the Warrant Agent, upon written request from the Warrant Agent, stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. The Company will (A) procure, at its sole expense, the listing of the Common Shares issuable upon exercise of the Warrants at any time, subject to issuance or notice of issuance, on all National Securities Exchanges and Alternative Securities Exchanges on which the Common Shares are then listed or traded and (B) maintain such listings of such Common Shares at all times after issuance. The Company shall take all action reasonably necessary to ensure that the Common Shares will be issued without violation of any applicable Law or regulation or of any requirement of any securities exchange on which the Common Shares are listed or traded.

Reservation and Listing of Shares. The Company will Corporation shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common SharesStock, solely for the purpose of providing for the exercise effecting conversions of the WarrantsSeries A-X Preferred Stock, the aggregate number of shares of Common Shares then Stock issuable upon exercise conversion of the Warrants at Series A-X Preferred Stock pursuant to Section 6(a)(i). Prior to any time conversion by the Corporation pursuant to Section 6(a)(ii), the Corporation shall ensure that it then has a sufficient number of authorized but unissued shares of Common Stock in order to effect such conversion. The Corporation shall, promptly following the issuance of the shares of Series A-X Preferred Stock, take such action to cause the shares of Common Stock initially issuable upon conversion of the shares of Series A-X Preferred Stock to be listed on the NNM as promptly as possible but no later than the effective date of the Registration Statement providing for the resale by the holder of shares of Common Stock issuable upon conversion of shares of the Series A-X Preferred Stock as contemplated by Section 8 of the Purchase Agreement. The Corporation further agrees that if it applies to have its Common Stock or other securities traded on any other stock exchange or market it will include in such application all shares of Common Stock to be issued upon the shares of Series A-X Preferred Stock and will take all such other actions as may be necessary to cause such shares of Common Stock to be so listed. During the period beginning on the date hereof and ending on the Final Date (as such term is defined in the Purchase Agreement), the Corporation shall take all action required actions necessary to increase continue the authorized number of Common Shares if at any time there shall be insufficient authorized but unissued Common Shares to permit such reservation or to permit the exercise of a Warrant (an “Authorized Share Failure”). Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 180 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting listing and trading of its stockholders for the approval of Common Stock on an increase Approved Market and will comply in the number of authorized Common Shares. In connection with such meeting, the Company shall use its best efforts to solicit its stockholders’ approval of such increase in authorized Common Shares and to cause its Board to recommend to the stockholders that they approve such proposal. The Company shall instruct the transfer agent to deliver to the Warrant Agent, upon written request from the Warrant Agent, stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance all material respects with the terms Corporation’s reporting, filing and other obligations under the bylaws and rules of this Warrant Agreement. The Company will (A) procure, at its sole expense, the listing each such exchange or market on which shares of the Common Shares issuable upon exercise Stock may from time to time be listed to the extent necessary to ensure the continued eligibility for trading of the Warrants at any time, subject to issuance or notice shares of issuance, on all National Securities Exchanges and Alternative Securities Exchanges on which the Common Shares are then listed or traded and (B) maintain such listings of such Common Shares at all times after issuanceStock. The Company Corporation shall take all commercially reasonable action reasonably as may be necessary to ensure that the shares of Common Shares will Stock may be issued without violation of any applicable Law law or regulation or of any requirement of any securities exchange or inter-dealer quotation system on which the shares of Common Shares Stock are listed or traded.