Common use of Listing of Underlying Shares and Related Matters Clause in Contracts

Listing of Underlying Shares and Related Matters. The Company hereby agrees, promptly following the Closing of the transactions contemplated by this Agreement, to take such action to cause the Shares and the Warrant Shares to be listed on the Nasdaq SmallCap Market as promptly as possible but no later than the effective date of the registration contemplated by the Registration Rights Agreement. The Company further agrees that if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it will include in such application the Common Stock underlying the Warrants, and will take such other action as is necessary to cause such Common Stock to be so listed. The Company will take all action necessary to continue the listing and trading of its Common Stock on the Nasdaq SmallCap Market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of such exchange, as applicable, to ensure the continued eligibility for trading of the Shares and the Warrant Shares thereon. In the event it is determined that the issuance of the Shares would or does constitute an issuance which, pursuant to the rules or regulations of the Nasdaq SmallCap Market (or any other national securities exchange upon which the Common Stock is or becomes traded), renders the Shares ineligible for inclusion on the Nasdaq (or any other national securities exchange upon which the Common Stock is then traded), then the Company shall promptly redeem such number of Shares held by the Investor (pro rata in accordance with its participation in this offering) which are so ineligible at a per share redemption price equal to 110% of the per share Purchase Price for those Shares as set forth in Section 2 hereof. It is understood and agreed that any redemption by the Company will be subject to the requirements of Delaware law.

Listing of Underlying Shares and Related Matters. The Company hereby agrees, promptly following the Closing of the transactions contemplated by this Agreement, to take such action to cause the Underlying Shares and the Warrant Shares to be listed on the Nasdaq SmallCap National Market as promptly as possible but no later than the effective date of the registration contemplated by the Registration Rights Agreement. The Company further agrees that if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it will include in such application the Common Stock underlying the Warrants, Underlying Shares and Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed. The For so long as any Notes remain outstanding, the Company will take all action necessary to continue the listing and trading of its Common Stock on the Nasdaq SmallCap National Market or on the Nasdaq Small-Cap Market, the New York Stock Exchange or the American Stock Exchange (collectively, "Approved Markets"), and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of such exchangeexchange or market, as applicable, to ensure the continued eligibility for trading of the Underlying Shares and the Warrant Shares thereon. In Neither the event it is determined that Company nor any of its Affiliates, nor any Person acting on its or their behalf, shall directly or indirectly make any offers or sales of any security or solicit any offers to buy any security which may cause the issuance integration of the Shares would or does constitute an issuance which, pursuant offering hereunder with any other offering of securities for purposes of determining the need to obtain stockholder approval of the transactions contemplated hereby under the rules or regulations of the Nasdaq SmallCap Market (or any other national securities exchange upon which the Common Stock is or becomes traded), renders the Shares ineligible for inclusion on the Nasdaq (or any other national securities exchange upon which the Common Stock is then traded), then the Company shall promptly redeem such number of Shares held by the Investor (pro rata in accordance with its participation in this offering) which are so ineligible at a per share redemption price equal to 110% of the per share Purchase Price for those Shares as set forth in Section 2 hereof. It is understood and agreed that any redemption by the Company will be subject to the requirements of Delaware lawNational Market.

Listing of Underlying Shares and Related Matters. The Company ------------------------------------------------ hereby agrees, promptly following the Closing of the transactions contemplated by this Agreement, to take such action to cause the Shares and the Warrant Shares to be listed on the Nasdaq SmallCap National Market as promptly as possible but no later than the effective date of the registration contemplated by the Registration Rights Agreement. The Company further agrees that if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it will include in such application the Common Stock underlying the Warrants, and will take such other action as is necessary to cause such Common Stock to be so listed. The Company will take all action necessary to continue the listing and trading of its Common Stock on the Nasdaq SmallCap National Market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of such exchange, as applicable, to ensure the continued eligibility for trading of the Shares and the Warrant Shares thereon. In So long as the event it is determined that the issuance Investor beneficially owns any of the Shares would or does constitute an issuance whichShares, pursuant the Company shall provide promptly to the rules or regulations Investor copies of any notice it receives regarding the Nasdaq SmallCap Market (or any other national securities exchange upon which continued eligibility of the Common Stock is or becomes traded), renders the Shares ineligible for inclusion trading on the Nasdaq (or any other national securities exchange upon (including the Nasdaq) on which the Common Stock is then traded), then the Company shall promptly redeem such number of Shares held by the Investor (pro rata in accordance with its participation in this offering) which are so ineligible at a per share redemption price equal to 110% securities of the per share Purchase Price for those Shares as set forth in Section 2 hereof. It is understood and agreed that any redemption same class or series issued by the Company will be subject to the requirements of Delaware laware then listed or quoted, if any.

Listing of Underlying Shares and Related Matters. The Company hereby agrees, promptly following the Closing of the transactions contemplated by this Agreement, to take such action to cause the Underlying Shares and the Warrant Shares to be listed on the Nasdaq SmallCap Market American Stock Exchange as promptly as possible but no later than the effective date on which the Company’s shares of Common Stock generally are listed for trading on the registration contemplated by the Registration Rights AgreementAmerican Stock Exchange. The Company further agrees that if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it will include in such application the Common Stock underlying the Warrants, Underlying Shares and Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed. The After the shares of Common Stock are listed on the American Stock Exchange, for so long as any Notes remain outstanding, the Company will take all action necessary to continue the listing and trading of its Common Stock on the American Stock Exchange, the New York Stock Exchange, the Nasdaq SmallCap National Market or the Nasdaq Small-Cap Market (collectively, “Approved Markets”), and will comply in all respects with the Company's ’s reporting, filing and other obligations under the bylaws or rules of such exchangeexchange or market, as applicable, to ensure the continued eligibility for trading of the Underlying Shares and the Warrant Shares thereon. In the event it is determined that the issuance of the Shares would or does constitute an issuance which, pursuant Prior to the rules or regulations listing of the Nasdaq SmallCap Market (or any other national securities exchange upon which the Common Stock is or becomes traded), renders the Shares ineligible for inclusion on the Nasdaq (or any other national securities exchange upon which the Common American Stock is then traded)Exchange, then the Company shall maintain its listing on the OTC Bulletin Board and take such action to cause the Underlying Shares and the Warrant Shares to be listed on the OTC Bulletin Board as promptly redeem such number of Shares held by the Investor (pro rata in accordance with its participation in this offering) which are so ineligible at a per share redemption price equal to 110% of the per share Purchase Price for those Shares as set forth in Section 2 hereof. It is understood and agreed that any redemption by the Company will be subject to the requirements of Delaware lawpossible.

Listing of Underlying Shares and Related Matters. The Company hereby agrees, promptly Promptly following the Closing of First Closing, the transactions contemplated by this Agreement, to Company shall take such action as may be required to cause the Conversion Shares and the Warrant Shares issuable upon the conversion or exercise of the Initial Securities to be listed on the Nasdaq SmallCap National Market as promptly as possible but no later than the effective date of the registration thereof contemplated by the Registration Rights Agreement. The Promptly following the Second Closing, the Company further agrees that shall take such action as may be required to cause the Conversion Shares and the Warrant Shares issuable upon the conversion or exercise of the Remaining Securities to be listed on the Nasdaq National Market as promptly as possible but no later than the effective date of the registration thereof contemplated by the Registration Rights Agreement. Further, if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it will shall include in such application the Common Stock underlying Conversion Shares and the Warrants, Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed. The So long as the Investors to whom securities have been issued pursuant to this Agreement and/or their assignees continue to be the beneficial owners (determined in accordance with the rules and regulations of the Securities and Exchange Commission) of at least a majority of the shares of Preferred Stock issued pursuant to this Agreement (determined on or prior to the Second Closing, if any, without regard to the Remaining Securities and appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Preferred Stock occurring after the date hereof), the Company will take all action necessary use commercially reasonable efforts to continue the listing and trading of its Common Stock on the Nasdaq SmallCap National Market and and, in accordance, therewith, will use commercially reasonable efforts to comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of such exchange, as applicable, to ensure the continued eligibility for trading of the Shares and the Warrant Shares thereon. In the event it is determined that the issuance of the Shares would or does constitute an issuance which, pursuant to the rules or regulations of the Nasdaq SmallCap Market (or any other national securities exchange upon which the Common Stock is or becomes traded), renders the Shares ineligible for inclusion on the Nasdaq (or any other national securities exchange upon which the Common Stock is then traded), then the Company shall promptly redeem such number of Shares held by the Investor (pro rata in accordance with its participation in this offering) which are so ineligible at a per share redemption price equal to 110% of the per share Purchase Price for those Shares as set forth in Section 2 hereof. It is understood and agreed that any redemption by the Company will be subject to the requirements of Delaware law.

Listing of Underlying Shares and Related Matters. The Company ------------------------------------------------ hereby agrees, promptly following the Closing of the transactions contemplated by this Agreement, to take such action to cause the Shares and the Warrant Shares to be listed on the Nasdaq SmallCap Small Cap Market as promptly as possible but no later than the effective date of the registration contemplated by the Registration Rights Agreement. The Company further agrees that if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it will include in such application the Common Stock underlying the Warrants, and will take such other action as is necessary to cause such Common Stock to be so listed. The Company will take all action necessary to continue the listing and trading of its Common Stock on the Nasdaq SmallCap Small Cap Market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of such exchange, as applicable, to ensure the continued eligibility for trading of the Shares and the Warrant Shares thereon. So long as the Investor beneficially owns any of the Shares, the Company shall provide promptly to the Investor copies of any notice it receives regarding the continued eligibility of the Common Stock for trading on any securities exchange (including the Nasdaq) on which the securities of the same class or series issued by the Company are then listed or quoted, if any. In the event it is determined that the issuance of the Shares would or does constitute an issuance which, pursuant to the rules or regulations of the Nasdaq SmallCap Small Cap Market (or any other national securities exchange upon which the Common Stock is or becomes traded), renders the Shares ineligible for inclusion on the Nasdaq (or any other national securities exchange upon which the Common Stock is then traded)) within six months of the Closing Date, then the Company shall promptly redeem such number of Shares held by the Investor (pro rata in accordance with its participation in this offering) which are so ineligible at a per share redemption price equal to 110% of the per share Purchase Price for those Shares as set forth in Section 2 hereof. It is understood , and agreed that any redemption by the Company will be subject shall issue to the requirements Investor warrants to purchase 25,000 shares of Delaware lawCommon Stock at an exercise price equal to the closing bid price of the Common Stock on the date of redemption which shall expire five years from the date of issuance and shall otherwise be in form and substance of the Warrants acquired hereunder.

Listing of Underlying Shares and Related Matters. The Company hereby agrees, promptly following the Closing of the transactions contemplated by this Agreement, to take such action to cause the Shares and the Warrant Shares to be listed on the Nasdaq SmallCap Market as promptly as possible but no later than the effective date of the registration contemplated by the Registration Rights Agreement. The Company further agrees that if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it will include in such application the Common Stock underlying the Warrants, Shares and Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed. The For so long as the Investors beneficially own any of the Securities, the Company will take all action necessary to continue the listing and trading of its Common Stock on the Nasdaq SmallCap Market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of such exchange, as applicable, to ensure the continued eligibility for trading of the Shares and the Warrant Shares thereon. In Neither the event it is determined that Company nor any of its Affiliates, nor any Person acting on its or their behalf, shall directly or indirectly make any offers or sales of any security or solicit any offers to buy any security which may cause the issuance integration of the Shares would or does constitute an issuance which, pursuant offering hereunder with any other offering of securities for purposes of determining the need to obtain shareholder approval of the transactions contemplated hereby under the rules or regulations of the Nasdaq SmallCap Market (or Stock Market. The Company shall notify the Investors in advance if it intends to make any other national private placement of securities exchange upon which within the Common Stock is or becomes traded)six month period following the date hereof, renders and at the Shares ineligible for inclusion on the Nasdaq (or any other national securities exchange upon which the Common Stock is then traded), then Investors' request the Company shall promptly redeem request a ruling from the NASD in advance that such number of Shares held by private placement will not be integrated with the Investor (pro rata transactions contemplated hereunder as described in accordance with its participation in this offering) which are so ineligible at a per share redemption price equal to 110% of the per share Purchase Price for those Shares as set forth in Section 2 hereof. It is understood and agreed that any redemption by the Company will be subject to the requirements of Delaware lawpreceding sentence.

Listing of Underlying Shares and Related Matters. The Company hereby agrees, promptly following the Closing of the transactions contemplated by this Agreement, to take such action to cause the Underlying Shares and the Warrant Shares to be listed on the Nasdaq SmallCap Small-Cap Market as promptly as possible but no later than the effective date of the registration contemplated by the Registration Rights Agreement. The Company further agrees that if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it will include in such application the Common Stock underlying the Warrants, Underlying Shares and Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed. The For so long as any Debentures remain outstanding, the Company will take all action necessary to continue the listing and trading of its Common Stock on the Nasdaq SmallCap Small-Cap Market or on the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange (collectively, "Approved Markets"), and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of such exchangeexchange or market, as applicable, to ensure the continued eligibility for trading of the Underlying Shares and the Warrant Shares thereon. In Neither the event it is determined that Company nor any of its Affiliates, nor any Person acting on its or their behalf, shall directly or indirectly make any offers or sales of any security or solicit any offers to buy any security which may cause the issuance integration of the Shares would or does constitute an issuance which, pursuant offering hereunder with any other offering of securities for purposes of determining the need to obtain stockholder approval of the transactions contemplated hereby under the rules or regulations of the Nasdaq SmallCap Market (or Stock Market. The Company shall notify the Purchasers in advance if it intends to make any other national private placement of securities exchange upon which within the Common Stock is or becomes traded)six month period following the date hereof, renders and at the Shares ineligible for inclusion on the Nasdaq (or any other national securities exchange upon which the Common Stock is then traded), then Purchasers' reasonable request the Company shall promptly redeem request a ruling from the NASD in advance that such number of Shares held by private placement will not be integrated with the Investor (pro rata transactions contemplated hereunder as described in accordance with its participation in this offering) which are so ineligible at a per share redemption price equal to 110% of the per share Purchase Price for those Shares as set forth in Section 2 hereof. It is understood and agreed that any redemption by the Company will be subject to the requirements of Delaware lawpreceding sentence.

Listing of Underlying Shares and Related Matters. The Company hereby agrees, promptly following the Closing of the transactions contemplated by this Agreement, to take such action to cause the Shares and the Warrant Shares to be listed on the Nasdaq SmallCap Market as promptly as possible but no later than the effective date of the registration contemplated by the Registration Rights Agreement. The Company further agrees that if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it will include in such application the Common Stock underlying the Warrants, Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed. The For so long as the Investors beneficially own any of the Securities, the Company will take all action necessary to continue the listing and trading of its Common Stock on the Nasdaq SmallCap Market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of such exchange, as applicable, to ensure the continued eligibility for trading of the Shares and the Warrant Shares thereon. In the event it is determined that the issuance of the Shares would or does constitute an issuance which, pursuant to the rules or regulations of the Nasdaq SmallCap Market (or any other national securities exchange upon which the Common Stock is or becomes traded), renders the Shares ineligible for inclusion on the Nasdaq (or any other national securities exchange upon which the Common Stock is then traded), then the Company shall promptly redeem such number of Shares held by the Investor Investors (pro rata in accordance with its their participation in this offering) which are so ineligible at a per share redemption price equal to 110100% of the per share Purchase Price for those Shares as set forth in Section 2 hereof. It is understood hereof and agreed that any redemption by shall thereupon reduce the Company will be subject Warrant exercise price of all outstanding warrants to the requirements Market Price on the date of Delaware lawsuch redemption.