Common use of Reserved Amount Clause in Contracts

Reserved Amount. On the Closing Date and thereafter, the --------------- Company shall have authorized and reserved and keep available for issuance not less than 1,129,568 shares (subject to equitable adjustment for any stock splits, stock dividends, reclassification or similar events and subject to reduction for the number of any shares of Common Stock issued upon conversion of the Convertible Securities and upon the exercise of the Warrants)) shares of Common Stock (the "Reserved Amount") solely for the purpose of effecting the --------------- conversion of the Convertible Securities and the exercise of the Warrant. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to provide for the full conversion of all Convertible Securities and issuance of the shares of Common Stock in connection therewith in each of the foregoing cases without regard to any limitation on conversion or exercise and the full exercise of the Warrant and issuance of the shares of Common Stock in connection therewith in each of the foregoing cases without regard to any limitation on conversion or exercise. If the Reserved Amount for any three (3) consecutive trading days (the last of such three (3) trading days being the "Authorization ------------- Trigger Date") shall be less than 175% of the number of shares of Common Stock ------------ issuable upon conversion of Convertible Securities and exercise of the Warrant on such trading days, the Company shall immediately notify the Purchaser of such occurrence and shall take action as soon as possible, but in any event within sixty (60) days after an Authorization Trigger Date (including, if necessary, shareholder approval to authorize the issuance of additional shares of Common Stock), to increase the Reserved Amount to two hundred percent (200%) of the number of shares of Common Stock then issuable upon conversion of the Convertible Securities and exercise of the Warrant in each of the foregoing cases without regard to any limitation on conversion or exercise.

Reserved Amount. On the date of the Closing Date and thereafter, the --------------- Company shall have reserved Two Million (2,000,000) shares of the authorized and reserved and keep available but unissued shares of Common Stock for issuance upon conversion of the Notes and upon the exercise of the Warrants and thereafter the number of authorized but unissued shares of Common Stock so reserved shall not less than 1,129,568 be decreased but shall be increased if necessary so that at all times the number of authorized but unissued shares of Common Stock reserved for issuance upon conversion of the Notes and upon the exercise of the Warrants (without regard to the limitations on issuance set forth in Section 3.3 of the Note and Section 7(g) of the Warrants) shall equal the sum of 200% of the Conversion Shares then issuable upon conversion of the Notes outstanding (using the applicable Conversion Price, as defined in the Note) PLUS 100% of the Warrant Shares issuable upon the exercise of Warrants outstanding (subject to equitable adjustment for any stock splits, stock dividends, reclassification or similar events and subject to reduction for the number of any shares of Common Stock issued upon conversion of the Convertible Securities Notes and upon the exercise of the Warrants)) shares of Common Stock (the THE "Reserved AmountRESERVED AMOUNT") solely for the purpose of effecting the --------------- conversion of the Convertible Securities Notes and the exercise of the WarrantWarrants. The Company Reserved Amount shall at all times reserve be allocated ratably among the Purchasers in accordance with the principal amount of Notes and keep available out of its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock Warrants held by them from time to provide for the full conversion of all Convertible Securities and issuance of the shares of Common Stock in connection therewith in each of the foregoing cases without regard to any limitation on conversion or exercise and the full exercise of the Warrant and issuance of the shares of Common Stock in connection therewith in each of the foregoing cases without regard to any limitation on conversion or exercisetime. If the Reserved Amount for any three ten (310) consecutive trading days (the last of such three ten (310) trading days being the "Authorization ------------- Trigger DateAUTHORIZATION TRIGGER DATE") shall be less than 175% of the number of shares of the Company's authorized Common Stock ------------ issuable (as reduced by any Common Stock reserved for issuance other than upon conversion of Convertible Securities and the Notes or exercise of the Warrant on such trading daysWarrants) is equal to or less than the Reserved Amount (the "SHORTFALL"), the Company shall immediately notify the each Purchaser of such occurrence and shall take action as soon as possible, but in any event within sixty 90 days (60120 days if the SEC reviews the relevant proxy materials) days after an the Authorization Trigger Date (including, if necessary, shareholder approval to authorize the issuance of additional shares of Common Stock), to increase the Reserved Amount to two hundred percent (200%) of the number of authorized shares of Common Stock then issuable upon conversion by an amount at least equal to the greater of the Convertible Securities Shortfall or 10,000,000. The Company shall, through its Board of Directors, recommend to its stockholders approval of such matters. The Company shall use its best efforts to solicit from its stockholders proxies in favor of such matters and exercise shall vote such proxies in favor of the Warrant in each of the foregoing cases without regard to any limitation on conversion or exercisesuch matters.

Reserved Amount. On the date of the Closing Date and thereafter, the --------------- Company shall have authorized and reserved and keep available for issuance not less than 1,129,568 shares 8,500,000 (subject to equitable adjustment for any stock splits, stock dividends, reclassification or similar events and subject to reduction for the number of any shares of Class A Common Stock issued upon conversion of the Convertible Securities and upon the exercise of the Warrants)) shares of Class A Common Stock (the "" Reserved Amount") solely for the purpose of effecting the --------------- conversion of the Convertible Securities and the exercise of the WarrantWarrants. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock a sufficient number of shares of Class A Common Stock to provide for the full conversion of all Convertible Securities and the issuance of the shares of Class A Common Stock in connection therewith in each of the foregoing cases without regard to any limitation on conversion or exercise and the full exercise of the Warrant Warrants and the issuance of the shares of Class A Common Stock in connection therewith therewith, in each of the foregoing cases without regard to any limitation on conversion or exercise. The Reserved Amount shall be allocated ratably among the Purchasers in accordance with the principal amount of Convertible Securities and Warrants held by them from time to time. If the Reserved Amount for any three (3) consecutive trading days (the last of such three (3) trading days being the "Authorization ------------- Trigger Date") shall be less than 175% of the number of shares of Class A Common Stock ------------ issuable upon conversion of Convertible Securities and 100% of the number of shares then issuable upon exercise of the Warrant Warrants on such trading days, the Company shall immediately notify the each Purchaser of such occurrence and shall take action as soon as possible, but in any event within sixty (60) days after an Authorization Trigger Date (including, if necessary, shareholder approval to authorize the issuance of additional shares of Class A Common Stock), to increase the Reserved Amount to two hundred percent (200%) of the number of shares of Class A Common Stock then issuable upon conversion of the Convertible Securities and 100% of the number of shares then issuable upon exercise of the Warrant Warrants in each of the foregoing cases without regard to any limitation on conversion or exercise.