Common use of No Dilution or Impairment Clause in Contracts

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstanding, and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrants.

No Dilution or Impairment. The Company Corporation will not, by amendment of its Certificate certificate of Incorporation incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action actions as may be necessary or appropriate in order to protect the rights of the holders of the Warrants this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company Corporation (a) will not increase the par value of any the shares of stock receivable on the exercise of the Warrants Common Stock above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company Corporation may validly and legally issue fully paid and nonassessable shares of stock Common Stock on the exercise of all Warrants from time to time outstanding, this Warrant and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company Corporation (if the Company Corporation is not the surviving person), unless such other person shall expressly assume in writing and will be become bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants Holder against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, and (ciii) subject to Section 14, will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into with the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on the exercise of the Warrants this Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants this Warrant from time to time outstanding, and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, (iii) will comply in all respects with the provisions of Sections 7 or 9 (as the case may be) and Section 9 of the Agreement except to the extent such compliance may be waived by the Holder, and (civ) will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of this Warrant and the WarrantsAgreement.

No Dilution or Impairment. The Company will shall not, by amendment of its Certificate Articles of Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders Holder of the Warrants any Warrant against dilution or other impairmentimpairment in accordance with the terms hereof. Without limiting the generality of the foregoing, the Company (a) will shall not increase permit the par value (if any) of any shares of stock receivable on upon the exercise of the Warrants above any Warrant to exceed the amount payable therefor on upon such exercise, (b) will shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of all the Warrants from time to time outstanding, and (c) will shall not transfer all amend or substantially all modify any provision of its properties and assets to any other person (corporate the Articles of Incorporation or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into by-laws of the Company (if in any manner that would adversely affect in any way the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms rights or powers of the WarrantsHolder of any Warrant in its capacity as such.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value or stated value of any shares of stock receivable on the exercise of the Warrants this Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstandingthis Warrant, and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrants.into

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value or stated value of any shares of stock receivable on the exercise of the Warrants this Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstandingthis Warrant, and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be become bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, and (ciii) subject to Section 14, will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into with the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of this Warrant and the WarrantsWarrant Purchase Agreement.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value or stated value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstanding, (c) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets, and (cd) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be become bound by all the terms of the Warrants.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Option, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Option as described herein against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Option above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants the Option from time to time outstanding, and (ciii) will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Option Agreement.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, and (ciii) will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of this Warrant and the WarrantsSecurities Purchase Agreement.

No Dilution or Impairment. The Company Corporation will not, by amendment of its Restated Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants Holder against dilution or other impairment. Without limiting the generality of the foregoing, the Company Corporation (a) will not increase the par value or stated value of any shares of stock receivable on the exercise of the Warrants this Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company Corporation may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants this Warrant from time to time outstandingtime, and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company Corporation (if the Company Corporation is not the surviving person), unless such other person shall expressly assume in writing and will be become bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstanding, and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrants.

No Dilution or Impairment. The Company will shall not, by amendment of its Certificate Articles of Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders Holder of the Warrants this Warrant against dilution or other impairmentimpairment in accordance with the terms hereof. Without limiting the generality of the foregoing, the Company (a) will shall not increase permit the par value of any shares of stock receivable on upon the exercise of the Warrants above this Warrant to exceed the amount payable therefor on upon such exercise, (b) will shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of all the Warrants from time to time outstanding, and (c) will shall not transfer all amend or substantially all modify any provision of its properties and assets to any other person (corporate the Articles of Incorporation or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into by-laws of the Company (if in any manner that would adversely affect in any way the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms rights or powers of the WarrantsHolder of this Warrant in its capacity as such.

No Dilution or Impairment. The Company will not, by amendment to its certificate of its Certificate of Incorporation incorporation or through any reorganization, transfer sale of assets, consolidation, merger, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders Holder of the Warrants Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on upon the exercise of the Warrants Warrant above the amount payable therefor on upon such exercise, ; (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on upon the full exercise of all Warrants the Warrant as from time to time outstanding, ; and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders registered holder of the Warrants this Warrant against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (ai) will shall not increase the par value of any shares of stock receivable on the exercise of the Warrants this Warrant above the amount payable therefor on such exercise, (bii) will shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the upon exercise of all Warrants this Warrant from time to time outstandingtime, and (ciii) will shall not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), entity or consolidate into or merge with or merge into any other person or permit any such person to consolidate with or merge into the Company entity (if the Company is not the surviving personentity), unless such other person or entity shall expressly assume agree in writing (naming the registered holder hereof, as such, as an intended third-party beneficiary) to assume and will be bound by all the terms of this Warrant applicable to the WarrantsCompany.

No Dilution or Impairment. (a) The Company will Corporation shall not, by amendment of its Certificate of Incorporation Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action actions as may be necessary or appropriate in order to protect the rights of the holders of the Warrants holder against dilution or other impairment. Without limiting the generality of the foregoing, the Company Corporation (a) will shall not increase the par value of any shares of stock receivable on the exercise of the Warrants this Warrant above the amount payable therefor on such exercise, (b) will shall take all such action as may be necessary or appropriate in order that the Company Corporation may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants from time to time outstanding, and (c) will shall not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the Holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets, and (d) shall not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company Corporation (if the Company Corporation is not the surviving person), unless such other person shall expressly assume in writing and will shall be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times and in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants the warrant from time to time outstandingtime, and (ciii) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the WarrantsWarrant.

No Dilution or Impairment. The Company will not, by amendment of its ------------------------- Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstanding, (c) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets, and (cd) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrants.

No Dilution or Impairment. The Company will shall not, by amendment of its Certificate Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsPreferred Stock set forth herein, but will shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action actions as may be necessary or appropriate in order to protect the rights of the holders of the Warrants Preferred Stock against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will shall not increase the par value of any shares of stock receivable on the exercise conversion of the Warrants Preferred Stock above the amount payable therefor on such exerciseconversion, (b) will shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise conversion of all Warrants Preferred Stock from time to time outstanding, and (c) will shall not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all of the terms of the WarrantsPreferred Stock set forth herein.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation the ------------------------- Articles or By-laws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock Warrant Stock on the exercise of all Warrants from time to time outstandingthe Warrant, and (ciii) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise)Person, or consolidate with or merge into any other person Person or permit any such person other Person to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person Person shall have expressly assume assumed in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will shall not, by amendment of its Certificate articles of Incorporation incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsSeries A Preferred Stock set forth herein, but will shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action actions as may be necessary or appropriate in order to protect the rights of the holders of the Warrants Series A Preferred Stock against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will shall not increase the par value of any shares of stock receivable on the exercise conversion of the Warrants Series A Preferred Stock above the amount payable therefor on such exerciseconversion, (b) will shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully fully-paid and nonassessable non-assessable shares of stock on the exercise conversion of all Warrants Series A Preferred Stock from time to time outstanding, and (c) will shall not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all of the terms of the WarrantsSeries A Preferred Stock set forth herein.

No Dilution or Impairment. The Company will not, by amendment of its the Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non- assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, and (ciii) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such other person to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Restated Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be he necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants this Warrant from time to time outstanding, (c) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets, and (cd) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit persons any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the WarrantsWarrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value or stated value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercisesuchexercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstanding, (c) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets, and (cd) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be become bound by all the terms of the Warrants.

No Dilution or Impairment. The Company will not, by amendment of its -- -------- -- ---------- Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, outstanding and (ciii) will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value or stated value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) subject to Section 10 hereof, will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants from time to time outstanding, and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be become bound by all the terms of the Warrants.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsNotes, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of shares of Preferred Stock or Common Stock issuable upon conversion of the Warrants Notes against dilution or other impairment. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of capital stock receivable on the exercise conversion of the Warrants Notes above the amount payable therefor on such exerciseconversion, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise conversion of all Warrants any Note from time to time outstanding, and (ciii) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise)Person, or consolidate with or merge into any other person Person or permit any such person Person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person Person shall expressly assume in writing and will be bound by all the terms of the WarrantsNotes.

No Dilution or Impairment. The Company will not, by amendment of its Amended and Restated Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock Common Stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, and (ciii) will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into with the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of the WarrantsWarrant and this Agreement.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, and (ciii) will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will shall not, by amendment of its Certificate Articles of Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders Holder of the Warrants any Warrant against dilution or other impairmentimpairment in accordance with the terms hereof. Without limiting the generality of the foregoing, the Company (a) will shall not increase permit the par value of any shares of stock receivable on upon the exercise of the Warrants above any Warrant to exceed the amount payable therefor on upon such exercise, (b) will shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of all the Warrants from time to time outstanding, and (c) will shall not transfer all amend or substantially all modify any provision of its properties and assets to any other person (corporate the Articles of Incorporation or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into by-laws of the Company (if in any manner that would adversely affect in any way the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms rights or powers of the WarrantsHolder of any Warrant in its capacity as such.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants against dilution or other impairmentthis Warrant hereunder. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants this Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants this Warrant from time to time outstanding, and (ciii) will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non- assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, and (ciii) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such other person to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants against dilution or other impairmentthis Warrant hereunder. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants this Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants this Warrant from time to time outstanding, (iii) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets and (civ) will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants Holder against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock Capital Stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock Capital Stock on the exercise of all Warrants the Warrant from time to time outstandingtime, and (c) will not transfer all or substantially all of its properties and assets to any other person Person (corporate or otherwise), or consolidate with or merge into any other person Person or permit any such person Person to consolidate with or merge into the Company (if the Company is not the surviving personPerson), unless such other person Person shall expressly assume in writing and will agree to be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company covenants that it will not, by amendment of its Certificate articles of Incorporation incorporation, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company covenants that it (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstandingthe Warrant, and (ciii) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge with or into any other person entity or permit any such person entity to consolidate with or merge into the Company (if the Company is not the surviving personentity), or permit the creation of, or allow its shareholders to create, an entity which is a holding company or a parent corporation or other entity holding all of the Company's equity securities, unless such other person entity shall expressly assume in writing and will be bound by all the terms of the Warrantsthis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value or stated value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstanding, (c) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets, and (cd) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be become bound by all the terms of the Warrants.

No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation Organization or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants against dilution or other impairmentWarrant set forth herein. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, and (ciii) will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of this Warrant and the WarrantsWarrant Purchase Agreement.

No Dilution or Impairment. The Company will not, by amendment of its Restated Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants this Warrant from time to time outstanding, (c) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets, and (cd) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit persons any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the WarrantsWarrant.

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders holder of the Warrants Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (ai) will not increase the par value of any shares of stock receivable on the exercise of the Warrants Warrant above the amount payable therefor on such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of all Warrants the Warrant from time to time outstanding, and (ciii) will not transfer all or substantially all of its properties and assets to any other person entity (corporate or otherwise), or consolidate with or merge into any other person entity or permit any such person entity to consolidate with or merge into the Company (if the Company is not the surviving personentity), unless such other person entity shall expressly assume in writing and will be bound by all the terms of this Warrant and the WarrantsAgreement.

No Dilution or Impairment. The Company will not, by amendment of ------------------------- its Certificate Articles of Incorporation Organization or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstanding, (c) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets, and (cd) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrants.

No Dilution or Impairment. The Company will shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Certificate of Designation set forth herein, but will shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action actions as may be necessary or appropriate in order to protect the rights of the holders of the Warrants Series A Preferred Stock against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will shall not increase the establish a par value of any shares of stock receivable on the exercise conversion of the Warrants Series A Preferred Stock above the amount payable therefor on such exerciseconversion, (b) will shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise conversion of all Warrants Series A Preferred Stock from time to time outstanding, and (c) will shall not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or entity, or permit any such person or entity to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person or entity shall expressly assume in writing and will be bound by all of the terms of the WarrantsSeries A Preferred Stock set forth herein.