Common use of Reservation Clause in Contracts

Reservation. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Issuer will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for of the Issuer's securities issuable upon the exercise of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock shall be subject to reservation in respect of unexercised Warrants subsequent to the end of the Term. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

Reservation. If any shares of Common Stock required NutraCea shall use its reasonable best efforts to cause on or before the NutraCea Roll Up Date for there to be reserved for issuance upon exercise and made available out of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such number of authorized and but unissued shares of Common Stock such number of shares of Common Stock as shall be required for such purpose. The Issuer will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for of the Issuer's securities are issuable upon the exercise of the Warrants. The Issuer will supply NutraCea Roll Up solely for the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in issuance upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute NutraCea Roll Up. If the NutraCea does not have a sufficient evidence of the number of Shares that have been authorized but unissued shares of Common Stock available to be issued to Investor upon the exercise of a NutraCea Roll Up, Investor shall have the option to require NutraCea to pay investor, within Ninety (90) days of Investor’s election to do so, the cash value, in one or more payments, equal to all, or any portion, of the value of the Common Stock Investor would have received if such Warrants. No authorized but unissued shares of Common Stock had been available for the NutraCea Roll Up; provided, that such option shall be subject expire on the date that NutraCea makes such number of authorized but unissued shares available to reservation in respect of unexercised Warrants subsequent enable Investor to fully exercise the end of the TermNutraCea Roll Up. If the Issuer shall list any issuance of shares of Common Stock on in the NutraCea Roll Up is not registered pursuant to the Securities Act, the Company shall take all such actions as may be necessary to assure that all such Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock may be listed (except for official notice of issuance which shall be so listedimmediately delivered by the Company upon each such issuance). The Issuer will also so list on each securities exchange or marketIf the issuance of shares of Common Stock in the NutraCea Roll Up is registered pursuant to the Securities Act, and will maintain such listing of, any other securities which the Holder NutraCea shall comply with its obligations under Section 2 of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the IssuerAgreement.

Reservation. If So long as any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issuedNotes remain outstanding, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed Company shall at all times until reserve at least the end sum of (i) 200% of the Term to reserve such number of authorized and unissued shares of Common Stock as shall from time to time be required for such purpose. The Issuer will keep a copy necessary to effect the conversion, including without limitation, Alternate Conversions, of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for all of the Issuer's securities issuable upon Notes then outstanding (without regard to any limitations on conversions and assuming such Notes remain outstanding until the exercise of Maturity Date) at the Warrants. The Issuer will supply Alternate Conversion Price then in effect (the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose “Note Required Reserve Amount”) and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence (ii) 200% of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (without regard to any limitations on exercise) (the “Warrant Required Reserve Amount” and, collectively with the Note Required Reserve Amount, the “Required Reserve Amount”). The Note Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be subject to reservation in respect of unexercised Warrants subsequent to allocated pro rata among the end holders of the Term. If Notes based on the Issuer original principal amount of the Notes held by each holder on the Closing Date or increase in the number of reserved shares, as the case may be, and Warrant Required Reserve Amount shall list any be allocated pro rata among the holders of the Warrants held by each holder on the Closing Date or increase in the number of reserved shares, as the case may be (the aggregate shares of Common Stock on allocated to a Holder pursuant to this sentence, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any securities exchange of such holder’s Notes or market it willWarrants, at its expense, list thereon, maintain and increase when necessary each transferee shall be allocated an applicable pro rata portion of such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person under the Note Required Reserve Amount which ceases to hold any Notes shall be so listed. The Issuer will also so list allocated to the remaining holders of Notes, pro rata based on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities principal amount of the same class shall be listed on Notes then held by such securities exchange or market by the Issuerholders.

Reservation. If any shares of Common Stock required to be reserved for ----------- issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Issuer will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for of the Issuer's securities issuable upon the exercise of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock shall be subject to reservation in respect of unexercised Warrants subsequent to the end of the Term. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

Reservation. If any The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock required equal to be reserved 100% of the Conversion Rate with respect to the Base Amount of each Preferred Share as of the Initial Issuance Date (assuming for issuance upon exercise purposes hereof, that all the Preferred Shares issuable pursuant to the Exchange Agreement have been issued, such Preferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of such Preferred Shares set forth in herein) issuable pursuant to the terms of this Warrant or Certificate of Designations from the Initial Issuance Date through the second anniversary of the Initial Issuance Date assuming (assuming for purposes hereof, that all the Preferred Shares issuable pursuant to the Exchange Agreement have been issued and without taking into account any limitations on the issuance of securities set forth herein). So long as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issuedof the Preferred Shares are outstanding, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at Company shall take all times until the end of the Term action necessary to reserve such number and keep available out of its authorized and unissued shares of Common Stock as shall be required Stock, solely for such purpose. The Issuer will keep a copy the purpose of this Agreement on file with effecting the Transfer Agent and with every subsequent transfer agent for conversion of the Issuer's securities issuable upon the exercise Preferred Shares, as of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceledgiven date, and such canceled Warrants shall constitute sufficient evidence 100% of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock as shall from time to time be subject necessary to reservation in respect effect the conversion of unexercised Warrants subsequent all of the Preferred Shares issued or issuable pursuant to the end Exchange Agreement assuming for purposes hereof, that all the Preferred Shares issuable pursuant to the Exchange Agreement have been issued and without taking into account any limitations on the issuance of securities set forth herein), provided that at no time shall the Term. If the Issuer shall list any number of shares of Common Stock so available be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares conversions contained in this Certificate of Warrant Stock from time to time issued upon exercise Designations) (the “Required Amount”). The initial number of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock reserved for conversions of the Preferred Shares and each increase in the number of shares so reserved shall be so listedallocated pro rata among the Holders based on the number of Preferred Shares held by each Holder on the Initial Issuance Date or increase in the number of reserved shares (as the case may be) (the “Authorized Share Allocation”). The Issuer will also so list on In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant transferee shall be entitled allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to receive upon the exercise of this Warrant if at the time any securities of the same class Person which ceases to hold any Preferred Shares shall be listed allocated to the remaining Holders of Preferred Shares, pro rata based on the number of Preferred Shares then held by such securities exchange or market by the IssuerHolders.

Reservation. If any The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock required equal to be reserved 125% of the Conversion Rate with respect to the Base Amount of each Preferred Share as of the Initial Issuance Date (assuming for issuance upon exercise purposes hereof, that all the Preferred Shares issuable pursuant to the Subscription Agreement have been issued, such Preferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of such Preferred Shares set forth in herein) issuable pursuant to the terms of this Warrant or Certificate of Designations from the Initial Issuance Date through the second anniversary of the Initial Issuance Date assuming (assuming for purposes hereof, that all the Preferred Shares issuable pursuant to the Subscription Agreement have been issued and without taking into account any limitations on the issuance of securities set forth herein). So long as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issuedof the Preferred Shares are outstanding, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at Company shall take all times until the end of the Term action necessary to reserve such number and keep available out of its authorized and unissued shares of Common Stock as shall be required Stock, solely for such purpose. The Issuer will keep a copy the purpose of this Agreement on file with effecting the Transfer Agent and with every subsequent transfer agent for conversion of the Issuer's securities issuable upon the exercise Preferred Shares, as of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceledgiven date, and such canceled Warrants shall constitute sufficient evidence 125% of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock as shall from time to time be subject necessary to reservation in respect effect the conversion of unexercised Warrants subsequent all of the Preferred Shares issued or issuable pursuant to the end Subscription Agreement assuming for purposes hereof, that all the Preferred Shares issuable pursuant to the Subscription Agreement have been issued and without taking into account any limitations on the issuance of securities set forth herein), provided that at no time shall the Term. If the Issuer shall list any number of shares of Common Stock so available be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares conversions contained in this Certificate of Warrant Stock from time to time issued upon exercise Designations) (the “Required Amount”). The initial number of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock reserved for conversions of the Preferred Shares and each increase in the number of shares so reserved shall be so listedallocated pro rata among the Holders based on the number of Preferred Shares held by each Holder on the Initial Issuance Date or increase in the number of reserved shares (as the case may be) (the “Authorized Share Allocation”). The Issuer will also so list on In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant transferee shall be entitled allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to receive upon the exercise of this Warrant if at the time any securities of the same class Person which ceases to hold any Preferred Shares shall be listed allocated to the remaining Holders of Preferred Shares, pro rata based on the number of Preferred Shares then held by such securities exchange or market by the IssuerHolders.

Reservation. If So long as any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issuedNote, the Issuer will in good faith use Other Notes or the Warrants are outstanding, the Company shall reserve out of its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Issuer will keep a copy the purpose of issuance of shares of Common Stock pursuant to the terms of this Agreement on file with Note and the Transfer Agent Other Notes and with every subsequent transfer agent for of the Issuer's securities issuable upon the exercise of the WarrantsWarrants a number of shares of Common Stock no less than: (i) during the period from the Subscription Date until December 31, 2016, the Initial Required Reserve Amount (as defined in the Securities Purchase Agreement); (ii) during the period from January 1, 2017 until July 1, 2017, the Subsequent Required Reserve Amount (as defined in the Securities Purchase Agreement); and (iii) from and after July 1, 2017, the Final Required Reserve Amount (as defined in the Securities Purchase Agreement). The Issuer will supply Without limiting the Transfer Agent or generality of the foregoing, at any subsequent transfer agent with duly executed certificates time the Company is not required to reserve any portion of the shares currently reserved for such the 2015 Notes and/or the 2015 Warrants and the Company has not fully reserved the applicable Required Reserve Amount for the purpose of issuance of shares of Common Stock pursuant to the terms of the Notes and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced Warrants as required pursuant to this Section 11(a), the Company shall be canceled, and required to reallocate such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock shall be subject to reservation in respect of unexercised reserved for the 2015 Notes and/or the 2015 Warrants subsequent to the end Notes and the Warrants, in whole or in part, on a share-by-share basis, as necessary to satisfy the Required Reserve Amount hereunder. The Required Reserve Amount of the Term. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain reserved for conversions of this Note and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon the Other Notes and for exercise of the Warrants shall be allocated pro rata among the Holder, the holders of the Other Notes and the holders of the Warrants based on the Principal amount of this Warrant Note and the Other Notes held by each Purchaser on the Closing Date (the “Authorized Share Allocation”). In the event that the Holder shall sell or as otherwise provided hereundertransfer any portion of this Note, and, to the extent permissible under transferee shall be allocated a pro rata portion of the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which allocated to the Holder and the remaining holders of Other Notes, pro rata based on the Principal amount of this Warrant shall be entitled Note and the Other Notes then held by such holders (without regard to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed limitations on such securities exchange or market by the Issuerconversions).

Reservation. If The Company shall have sufficient authorized and ----------- unissued Common Shares for each of the share of Series D Preferred Stock equal to the sum of (i) the maximum number of Common Shares necessary to effect the conversion at the Conversion Rate with respect to the Conversion Amount of each share of Series D Preferred Stock as of the Initial Issuance Date and (ii) the maximum number of Common Shares necessary to effect the exercise of all of the Warrants. So long as any of the shares of Series D Preferred Stock are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Shares, solely for the purpose of effecting the conversion of the shares of Series D Preferred Stock, the number of Common Shares as shall from time to time be necessary to effect the conversion of all of the shares of Series D Preferred Stock then outstanding; provided, that at no time shall the number of Common Shares so ---------- available be less than the number of shares required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with by the previous sentence (without regard to any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock limitations on conversions) (the "Transfer AgentREQUIRED AMOUNT"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such . The initial number of authorized and unissued shares of Common Shares reserved for conversions of the shares of Series D Preferred Stock as and each increase in the number of shares so reserved shall be required for such purpose. The Issuer will keep a copy allocated pro rata among the Holders based on the number of this Agreement on file with shares of Series D Preferred Stock held by each Holder at the Transfer Agent and with every subsequent transfer agent for time of issuance of the Issuer's securities issuable upon shares of Series D Preferred Stock or increase in the exercise number of reserved shares, as the Warrantscase may be (the "AUTHORIZED SHARE ALLOCATION"). The Issuer will supply In the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide event a Holder shall sell or otherwise make available transfer any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise such Holder's shares of the rights thereby evidenced Series D Preferred Stock, each transferee shall be canceled, and such canceled Warrants shall constitute sufficient evidence allocated a pro rata portion of the number of reserved Common Shares that have been issued upon the exercise of reserved for such Warrantstransferor. No Any Common Shares reserved and allocated to any Person which ceases to hold any shares of Common Series D Preferred Stock shall be subject to reservation in respect of unexercised Warrants subsequent allocated to the end remaining Holders of the Term. If the Issuer shall list any shares of Common Stock Series D Preferred Stock, pro rata based on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all the number of shares of Warrant Series D Preferred Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain then held by such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the IssuerHolders.

Reservation. If any shares Notwithstanding anything to the contrary herein, Sublessor shall have the exclusive and irrevocable right, at no charge to Sublessor, to use and occupy that portion of Common Stock required the Subleased Premises consisting of the conference room and quality lab hatched in yellow on Exhibit E attached hereto and incorporated herein (the “Reserved Space”) until the earlier of (a) forty two (42) days after Sublessor’s confirmation of regulatory approval by all applicable governmental authorities of Sublessor’s relocation from the Subleased Premises and (b) December 31, 2016 (the “Reserved Space Term”). Such right shall include access to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issuedand the right to use the restrooms hatched in yellow on Exhibit E hereto, the Issuer will right for its employees to use up to six (6) unreserved spaces in good faith the parking lot serving the Building, and the right for its invitees to use its best efforts as expeditiously as possible at its expense the visitor parking in said lot. Sublessor shall have access to cause such shares the Reserved Space 24 hours per day 7 days per week via the main entry doors and lobby reception area of the Building; provided, however, that Sublessor’s entry into the Building outside of the hours of 8:00 am to be duly registered or qualified. The transfer agent for the Common Stock 5:30 pm pacific time, Monday through Friday (the "Transfer Agent"excluding holidays observed by Sublessee) and 9:00 to 1:30 pm pacific time on Saturdays (“Building Hours”), and every subsequent transfer agent, if any, for shall require Sublessor’s use of its Building access cards. No more than six (6) of Sublessor’s employees may occupy the Warrant Stock will be irrevocably authorized and directed Reserved Space at all times until the end of any one time without Sublessee’s permission. Before the Term to reserve such number of authorized and unissued shares of Common Stock as Commencement Date, Sublessee shall provide Sublessor with six (6) Building access cards for use by Sublessee’s employees, which cards shall be required for such purpose. The Issuer will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for of the Issuer's securities issuable upon the exercise of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock shall be subject returned to reservation in respect of unexercised Warrants subsequent Sublessee prior to the end of the Reserved Space Term. If Sublessor shall use the Issuer shall list any shares conference room portion of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain the Reserved Space solely for office purposes and increase when necessary such listing, of, all shares the quality lab portion of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, the Reserved Space for the testing activities previously conducted by Sublessor and, to the extent permissible under provided by Master Landlord, during the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock Reserved Space Term there shall be so listedBuilding standard heating, ventilation and air conditioning delivered to the Reserved Space during Building Hours. The Issuer will also so list on each securities exchange or marketElectricity for the powering of normal office equipment (including printers and desktop and laptop computers) shall, and will maintain such listing ofto the extent provided by Master Landlord, any other securities which be provided to the Holder of this Warrant Reserved Space 24 hours per day 7 days per week during the Reserved Space Term. During the Reserved Space Term, Sublessor shall (a) be entitled to receive upon the exercise exclusive use of this Warrant if at all furniture and equipment located in the time any securities Reserved Space as of the same class Term Commencement Date, and (b) keep the Reserved Space in a neat and tidy condition (excluding any conditions resulting from the acts of any persons other than Sublessor’s employees, agents, contractors and invitees). Notwithstanding the foregoing, if by the tenth (10th) day prior to the end of the Reserved Space Term Sublessor has not confirmed regulatory approval by all applicable governmental authorities of Sublessor’s relocation from the Subleased Premises, Sublessor, by written notice to Sublessee delivered not later than the last day of the Reserved Space Term, may extend the Reserved Space Term for up to an additional three (3) calendar months, which extension shall be listed specified in Sublessor’s notice. If prior to the end of the Reserved Space Term Sublessor obtains all regulatory approvals necessary for Sublessor to relocate its testing activities from the quality lab space hatched in yellow on Exhibit E Sublessor shall notify Sublessee in writing and surrender such securities exchange or market by quality lab space to Sublessee on the Issuerdate set forth in Sublessor’s notice.

Reservation. If any shares The Company shall initially reserve out of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Issuer will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for of the Issuer's securities issuable upon the exercise of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock shall be subject to reservation in respect for each of unexercised Warrants subsequent this Note and the Other Notes equal to the end Conversion Rate determined using the Initial Conversion Price as the Conversion Price, with respect to the Conversion Amount of each such Note as of the TermIssuance Date. If So long as any of this Note and the Issuer Other Notes are outstanding, the Company shall list any take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this Note and the Other Notes, the number of shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock specified above in this Section 10(a) as shall from time to time issued upon exercise be necessary to effect the conversion of this Warrant or as otherwise provided hereunderall of the Notes then outstanding; provided, and, to that at no time shall the extent permissible under the applicable securities exchange rules, all unissued shares number of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock so reserved be less than the number of shares required to be reserved pursuant hereto (in each case, determined using the Initial Conversion Price as the Conversion Price and determined without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of this Note and the Other Notes and each increase in the number of shares so reserved shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this Warrant Note and the Other Notes held by each holder at the Closing (as defined in the Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s Other Notes, each transferee shall be entitled allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to receive upon any Person which ceases to hold any Notes shall be allocated to the exercise Holder and the remaining holders of Other Notes, pro rata based on the Principal amount of this Warrant if at Note and the time any securities of the same class shall be listed on Other Notes then held by such securities exchange or market by the Issuerholders.

Reservation. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer Company will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Issuer Company will keep a copy of this Agreement Warrant on file with the Transfer Agent and with every subsequent transfer agent for of the IssuerCompany's securities issuable upon the exercise of the Warrants. The Issuer Company will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this AgreementWarrant. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock shall be subject to reservation in respect of unexercised Warrants subsequent to the end of the Term. If the Issuer Company shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary necessary, such listing, of, listing of all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer Company will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the IssuerCompany.

Reservation. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Issuer will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for of the Issuer's securities issuable upon the exercise of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock shall be subject to reservation in respect of unexercised Warrants subsequent to the end of the Term. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

Reservation. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The American Securities Transfer & Trust, Inc., transfer agent for the Common Stock Shares (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such number of authorized and unissued shares of Common Stock Shares as shall be required for such purpose. The Issuer will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for of the Issuer's securities issuable upon the exercise of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock Shares shall be subject to reservation in respect of unexercised Warrants subsequent to the end of the Term. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

Reservation. If any The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock required equal to be reserved the sum of (i) 300% of the Conversion Rate with respect to the Conversion Amount of each Preferred Share as of the Initial Issuance Date (assuming for issuance upon exercise purposes hereof, that all the Preferred Shares issuable pursuant to the Securities Purchase have been issued, such Preferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of such Preferred Shares set forth in herein) and (ii) the maximum number of Dividend Shares issuable pursuant to the terms of this Warrant or Certificate of Designations from the Initial Issuance Date through the fifth (5th) anniversary of the Initial Issuance Date (assuming for purposes hereof, that all the Preferred Shares issuable pursuant to the Second Securities Purchase Agreement have been issued and without taking into account any limitations on the issuance of securities set forth herein). So long as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issuedof the Preferred Shares are outstanding, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at Company shall take all times until the end of the Term action necessary to reserve such number and keep available out of its authorized and unissued shares of Common Stock as shall be required Stock, solely for such purpose. The Issuer will keep a copy the purpose of this Agreement on file with effecting the Transfer Agent and with every subsequent transfer agent for conversion of the Issuer's securities issuable upon Preferred Shares, as of any given date, the exercise sum of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence (i) 300% of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock as shall from time to time be subject necessary to reservation in respect effect the conversion of unexercised Warrants subsequent all of the Preferred Shares issued or issuable pursuant to the end Securities Purchase Agreement and (ii) the maximum number of Dividend Shares issuable pursuant to the Term. If terms of this Certificate of Designations from such date through the Issuer fifth (5th) anniversary of such given date, assuming for purposes hereof, that all the Preferred Shares issuable pursuant to the Securities Purchase Agreement have been issued and without taking into account any limitations on the issuance of securities set forth herein), provided that at no time shall list any the number of shares of Common Stock so available be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares conversions contained in this Certificate of Warrant Stock from time to time issued upon exercise Designations) (the “Required Amount”). The initial number of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock reserved for conversions of the Preferred Shares and for issuance as Dividend Shares and each increase in the number of shares so reserved shall be so listedallocated pro rata among the Holders based on the number of Preferred Shares held by each Holder on the Initial Issuance Date or increase in the number of reserved shares (as the case may be) (the “Authorized Share Allocation”). The Issuer will also so list on In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant transferee shall be entitled allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to receive upon the exercise of this Warrant if at the time any securities of the same class Person which ceases to hold any Preferred Shares shall be listed allocated to the remaining Holders of Preferred Shares, pro rata based on the number of Preferred Shares then held by such securities exchange or market by the IssuerHolders.

Reservation. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed Company shall at all times until the end reserve out of the Term to reserve such number of its authorized and unissued shares of Common Stock as shall be required for such purpose. The Issuer will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for of the Issuer's securities issuable upon the exercise of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock shall be subject for the Series A Preferred Shares equal to reservation in respect of unexercised Warrants subsequent to the end 130% of the Term. If the Issuer shall list any maximum number of shares of Common Stock on issuable with respect to the Series A Preferred Shares. So long as any securities exchange or market it willof Series A Preferred Shares are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Preferred Shares, at its expense, list thereon, maintain and increase when necessary such listing, of, all least the number of shares of Warrant Common Stock specified above in this Section 12(a) as shall from time to time issued upon exercise be necessary to effect the conversion of this Warrant or as otherwise provided hereunderall of the Series A Preferred Shares then outstanding, and, to assuming that the extent permissible under Conversion Price at the applicable securities exchange rules, all unissued shares date of Warrant Stock which are at any time issuable hereunder, so long as any determination shall be the Conversion Price through the Maturity Date (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Series A Preferred Shares and for exercises of the Warrants and each increase in the number of shares so reserved shall be so listedallocated among the Holders and the holders of the Warrants pro rata based on the total number of shares of Common Stock issuable upon conversion of the Series A Preferred Shares then outstanding and upon exercise of the Warrants then outstanding (the “Authorized Share Allocation”). The Issuer will also so list on In the event that a holder shall sell or otherwise transfer such holder’s Series A Preferred Shares or Warrants, each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant transferee shall be entitled allocated a pro rata portion of such holder’s Authorized Share Allocation with respect to receive such portion of Series A Preferred Shares and/or Warrants sold or otherwise transferred. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Series A Preferred Shares or Warrants shall be allocated to the Holders and the remaining holders of Warrants, pro rata based on the total number of shares of Common Stock issuable upon conversion of the Series A Preferred Shares then outstanding and upon exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the IssuerWarrants then outstanding.

Reservation. If any Prior to the Closing, the Company undertakes to reserve on behalf of Subscribers from its authorized but unissued Common Stock, a number of shares of Common Stock required equal to 150% of the amount of Common Stock necessary to allow Subscribers to be reserved for issuance able to convert all of the Notes (including interest that would accrue thereon through the Maturity Date (as defined in the Notes)) based on the Conversion Price at Closing and 100% of the amount of Warrant Shares issuable upon exercise of the Warrants and will maintain a sufficient reserve from its authorized but unissued Common Stock for such purposes until all Notes are either satisfied or converted and all Warrants either expire or are exercised (“Required Reservation”). Failure to have sufficient shares reserved pursuant to this Section 8(f) at any time shall be a material default of the Company’s obligations under this Agreement and an Event of Default under the Notes. Without waiving the foregoing requirement, if at any time Notes and Warrants are outstanding the Company has reserved on behalf of the Subscribers less than 125% of the amount necessary for full conversion of the outstanding Note principal and interest at the conversion price in effect on every such date and 100% of the Warrant Shares issuable upon exercise of outstanding Warrants as such amounts may vary or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issuedadjust from time to time pursuant to the terms of the Notes and the Warrants (“Minimum Required Reservation”), the Issuer Company will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered promptly reserve the Minimum Required Reservation, or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably there are insufficient authorized and directed at all times until the end of the Term to reserve such number of authorized and unissued available shares of Common Stock as shall to do so, the Company will take all action necessary to increase its authorized capital to be required for such purposeable to fully satisfy its reservation requirements hereunder, including the filing of a preliminary proxy with the Commission not later than fifteen (15) days after the first day the Company has reserved less than the Minimum Required Reservation. The Issuer will keep a copy of this Agreement Company agrees to provide notice to the Subscribers not later than five days after the date the Company has less than the Minimum Required Reservation reserved on file with the Transfer Agent and with every subsequent transfer agent for behalf of the Issuer's securities issuable upon the exercise of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock shall be subject to reservation in respect of unexercised Warrants subsequent to the end of the Term. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the IssuerSubscribers.

Reservation. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such number of Company shall have sufficient authorized and unissued shares of Common Stock as shall be required for such purpose. The Issuer will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for each of the Issuer's securities Preferred Shares equal to 120% of the sum of (i) the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate with respect to the Conversion Amount of each such Preferred Share as of the Initial Issuance Date, (ii) the number of Dividend Shares issuable upon hereunder, determined as if issued as of the trading day immediately preceding the applicable date of determination and assuming the Preferred Shares remain outstanding until the Maturity Date, and (iii) the number of shares of Common Stock necessary to effect the exercise of all of the Warrants. The Issuer will supply the Transfer Agent or So long as any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced Preferred Shares are outstanding, the Company shall be canceledtake all action necessary to reserve and keep available out of its authorized and unissued Common Stock, and such canceled Warrants shall constitute sufficient evidence solely for the purpose of effecting the conversion of the Preferred Shares, the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock as shall from time to time be subject necessary to reservation in respect effect the conversion of unexercised Warrants subsequent to the end all of the Term. If Preferred Shares then outstanding; provided that at no time shall the Issuer number of shares of Common Stock so available be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Amount”); provided, further, that any Dividend Shares issued by the Company shall list not be issued from any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares so reserved. The initial number of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock reserved for conversions of the Preferred Shares and each increase in the number of shares so reserved shall be so listed. The Issuer will also so list allocated pro rata among the Holders based on the number of Preferred Shares held by each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of issuance of the same class Preferred Shares or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be listed allocated a pro rata portion of the number of reserved shares of Common Stock reserved for such transferor. Any Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number of Preferred Shares then held by such securities exchange or market by the IssuerHolders.