Common use of Stock Fully Paid; Reservation of Shares Clause in Contracts

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant shall, upon issuance and receipt of the applicable Exercise Price therefor, be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full exercise of the Shares represented by this Warrant, including any adjustment of such number of Shares pursuant to Section 4 hereof. The Company shall take all steps necessary to amend its Certificate of Incorporation (“Certificate”) to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant shall, upon issuance and receipt of the applicable Exercise Price therefor, be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock securities, to provide for the full exercise of the Shares represented by this Warrant, including any adjustment of such number of Shares pursuant to Section 4 hereof. The Company shall take all steps necessary to amend its Certificate of Incorporation (“"Certificate”") to provide sufficient reserves of shares of Common Stock securities, issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares shares of Common Stock issuable upon the exercise of the rights represented by this Warrant shallwill, upon issuance and receipt of the applicable Exercise Price therefor, be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full exercise of the Shares rights represented by this Warrant, including any adjustment of such number of Shares pursuant to Section 4 hereof. The Company shall take all steps necessary to amend its Certificate certificate of Incorporation (“Certificate”) incorporation and other organizational documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant shallwill, upon issuance and receipt of the applicable Exercise Price therefor, be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature, with respect to the issuance thereof. During the period within which the rights represented by this Warrant may be exercised, the Company shall use its best efforts, including soliciting its stockholders for requisite approval, to at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full exercise of the Shares rights represented by this Warrant, including . In connection with any adjustment of such number of Shares pursuant amendment to Section 4 hereof. The Company shall take all steps necessary to amend its the Company's Certificate of Incorporation (“Certificate”the "Certificate of Incorporation") to provide sufficient reserves of effect the foregoing, the Holder will vote all shares of Common Stock issuable upon full exercise the Company's capital stock held by such Holder in favor of this Warrantsuch amendment. The Company hereby agrees that its the issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this WarrantWarrant and shares of Common Stock issuable upon any conversion of all or any portion of such Shares.

Stock Fully Paid; Reservation of Shares. All of the Warrant Shares issuable upon the exercise of the rights represented by this Warrant shallwill, upon issuance and receipt of the applicable Exercise Purchase Price therefor, be validly issued, fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever natureexcept for restrictions on transfer provided for herein or under applicable federal and state securities laws. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Class B Common Stock to provide for the full exercise of the Shares rights represented by this Warrant, including any adjustment of such number of Shares pursuant to Section 4 hereof. The Company shall take all steps necessary to amend its Certificate of Incorporation (“Certificate”) to provide Warrant and sufficient reserves of shares of Common Stock issuable upon full exercise to provide for the conversion of this Warrantsuch Class B Common Stock. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper necessary certificates for the Shares upon the full or each partial exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares Common Stock issuable upon the exercise of the rights represented by this Warrant shall, upon issuance and receipt of the applicable Exercise Price therefor, be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full exercise of the Warrant Shares represented by this Warrant, including any adjustment of such number of Shares pursuant to Section 4 hereof. The Company shall take all steps necessary to amend its Certificate of Incorporation (“Certificate”) to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares Common Stock upon the full or each partial exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant shallwill, upon issuance and receipt of the applicable Exercise Price therefortherefor (unless exercised pursuant to Section 1(b) above), be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever naturewith respect to the issuance thereof. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock or New Securities (as appropriate) to provide for the full exercise of the Shares rights represented by this Warrant, including any adjustment of such number of Shares pursuant to Section 4 hereof. The Company shall take all steps necessary to amend its Certificate of Incorporation (“Certificate”) charter documents to provide sufficient reserves of shares of Common Stock of New Securities (as appropriate) issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper necessary certificates for the Shares upon the full or each partial exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant shallwill, upon issuance and receipt of the applicable Exercise Price therefor, be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever naturewith respect to the issuance thereof. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full exercise of the Shares rights represented by this Warrant, including any adjustment of such number of Shares pursuant to Section 4 hereof. The Company shall take all steps necessary to amend its Certificate of Incorporation (“Certificate”) charter documents to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper necessary certificates for Shares upon the full or each partial exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant shall, upon issuance and receipt of the applicable Exercise Price therefor, be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full exercise of the Shares represented by this Warrant, including any adjustment of such number of Shares pursuant to Section 4 hereof. The Company shall take all steps necessary to amend its Certificate of Incorporation (“Certificate”) to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this Warrant.

Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant shallwill, upon issuance and receipt of the applicable Exercise Price therefor, be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges of whatever nature. During the period within which the rights represented by this Warrant may be exercised, the Company shall will at all times have authorized and reserved for issuance a sufficient number of shares of its Common Stock to provide for the full exercise of the Shares rights represented by this Warrant, including any adjustment of such number of Shares pursuant to Section 4 hereof. The Company shall take all steps necessary to amend its Certificate of Incorporation (“Certificate”) to provide sufficient reserves of shares of Common Stock issuable upon full exercise of this Warrant. The Company hereby agrees that its the issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the proper certificates for Shares upon the full or each partial exercise of this WarrantWarrant and shares of Common Stock issuable upon any conversion of all or any portion of such Shares.