Common use of Reservation of Shares Issuable Upon Conversion Clause in Contracts

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Note), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteNotes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration StatementStatement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300200% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, Required Minimum for the sole purpose of issuance upon conversion of this Note Debenture and payment of interest on this NoteDebenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will will, beginning with the earlier of the Effectiveness Date (as defined in the Registration Rights Agreement) or the Rule 144 Date (as defined in the Purchase Agreement), at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for Required Minimumfor the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteNotes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Promptly after the Company increases the number of shares of authorized Common Stock that may be issued by the Company, which amount of increase will be at least sufficient to provide for the full conversion of the Debentures, the Company covenants that it will at all times from time to time reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this NoteDebenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunderDebenture. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that that, beginning on the Filing Date, or sooner if practicable, it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300200% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, Required Minimum for the sole purpose of issuance upon conversion of this Note Debenture and payment of interest on this NoteDebenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company Borrower covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteNotes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunderwhich has accrued and would accrue on such principal amount, assuming such principal amount was not converted through the Maturity Date. The Company Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300250% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, Required Minimum for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Note), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration StatementStatement (subject to such Holder's compliance with its obligations under the Section 4.17 of the Purchase Agreement).

Reservation of Shares Issuable Upon Conversion. The Company Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each the Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NotePreferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 57) upon the conversion of the then outstanding principal amount shares of this Note Preferred Stock (assuming for such purpose a Conversion Price equal to the Floor Price then in effect and payment of interest hereunderany such conversions are made without regard to any limitations on conversion set forth herein). The Company Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as the if a Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration StatementStatement (subject to such Holder’s compliance with its obligations under Section 7 of the Purchase Agreement).

Reservation of Shares Issuable Upon Conversion. The Company Issuer covenants that it will at all times reserve after receipt of the Shareholder Approval (and the filing of an amendment to the Issuer’s certificate of incorporation to reflect the Shareholder Approval to the extent needed) keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteNotes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5Sections 3(d) and (e)) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company Issuer covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company Borrower covenants that it will at all times from and after September 24, 2013 reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteNotes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunderwhich has accrued and would accrue on such principal amount, assuming such principal amount was not converted through the Maturity Date. The Company Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, [________] for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteNotes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Exchange Agreement) be issuable (taking into account the adjustments and restrictions of Section 5, but ignoring any Beneficial Ownership Limitations or other restrictions and/or limitations on conversions set forth herein or elsewhere) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the a Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Subject to and following the Company obtaining Stockholder Approval pursuant to Section 4.15 of the Purchase Agreement, the Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note Debenture and payment of interest on this NoteDebenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as the Registration Statement covering such shares if a registration statement is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration Statementregistration statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible intointo based upon the Alternative Conversion Price, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Note), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Upon the amendment to the Company's Certificate of Incorporation increasing the Company's authorized shares of Common Stock to 300,000,000 in accordance with the Preliminary Schedule 14C filed by the Company with the Securities and Exchange Commission on May 4, 2005, the Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, solely for the sole purpose of issuance upon conversion of this Note the Notes and payment of interest on this the Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons persons other than the Holder (and the other holders of the Note)Holders, not less than such aggregate number of shares of the Common Stock as shall (subject to any additional requirements of the terms and conditions Company as to reservation of such shares set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note the Notes and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, validly issuedissued and fully paid, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale sale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The As of November ___, 2008, the Company has reserved _________3 shares of Common Stock for issuance upon conversion this Debenture. After the Authorized Share Approval (as defined in the November Purchase Agreement), the Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note Debenture and payment of interest redemption amounts on this NoteDebenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Debenture and payment of interest redemption amounts hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale sale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will use its best efforts to promptly seek shareholder approval for an amendment to its certificate of incorporation to increase the number of authorized shares of Common Stock to permit the conversion of this Debenture in its entirety and, at all times thereafter, reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note Debenture and payment of interest on this NoteDebenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration StatementStatement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300100% of the total eligible conversion amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteNotes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5, but ignoring any Beneficial Ownership Limitations or other restrictions and/or limitations on conversions set forth herein or elsewhere) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the a Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company Borrower covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Note)Holder, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunderwhich has accrued and would accrue on such principal amount, assuming such principal amount was not converted through the Maturity Date. The Company Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, non-assessable and, at such times as the Registration Statement covering such shares if a registration statement is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that that, beginning on October 15, 2015, or sooner if practicable, it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300200% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, Required Minimum for the sole purpose of issuance upon conversion of this Note Debenture and payment of interest on this NoteDebenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will use its best efforts to promptly seek shareholder approval for an amendment to its certificate of incorporation to increase the number of authorized shares of Common Stock to permit the conversion of this Series A Debenture in its entirety and, at all times thereafter, reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note Series A Debenture and payment of interest on this NoteSeries A Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Series A Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration StatementStatement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note the Series A Preferred Stock and payment of interest dividends on this Notethe Series A Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteSeries A Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) 8) upon the conversion of the then outstanding principal amount shares of this Note Series A Preferred Stock and payment of interest dividends hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, non-assessable and, at such times as if the Conversion Shares Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Conversion Shares Registration StatementStatement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times after the [Share Reservation Date][HAS THE COMPANY INCREASED ITS AUTHORIZED, PLEASE CONFIRM STATUS OF AUTHORIZED SHARES?] reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note Debenture and payment of interest on this NoteDebenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300200% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Note), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300100% of the total amount of Common Stock that this Note would be convertible into, Required Minimum (as defined in full and irrespective of beneficial ownership limitations, at any time, the Purchase Agreement) for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, which amount shall automatically increase to 300% immediately after the Company’s next annual meeting of stockholders, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteNotes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note the Series C Preferred Stock and payment of interest dividends on this Notethe Series C Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteSeries C Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 57) upon the conversion of the then outstanding principal amount shares of this Note Series C Preferred Stock and payment of interest dividends hereunder. The Company Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Conversion Shares Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Conversion Shares Registration StatementStatement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

Reservation of Shares Issuable Upon Conversion. The As of November ___, 2008, the Company has reserved 3,049,358 shares of Common Stock for issuance upon conversion this Debenture. After the Authorized Share Approval (as defined in the November Purchase Agreement), the Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note Debenture and payment of interest redemption amounts on this NoteDebenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Debenture and payment of interest redemption amounts hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale sale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will use its best efforts to promptly seek shareholder approval for an amendment to its certificate of incorporation to increase the number of authorized shares of Common Stock to permit the conversion of this Series B Debenture in its entirety and, at all times thereafter, reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note Series B Debenture and payment of interest on this NoteSeries B Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Series B Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration StatementStatement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300200% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, Required Minimum for the sole purpose of issuance upon conversion of this Note Debenture and payment of interest on this NoteDebenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteDebentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration StatementStatement (subject to such Holder’s compliance with its obligations under the Section 4.17 of the Purchase Agreement).

Reservation of Shares Issuable Upon Conversion. The Company Corporation covenants that it has reserved 30,000,000 shares of Common Stock as of the Original Issue Date, and upon receipt of Authorized Share Approval, will at all times thereafter, reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note the Preferred Stock and payment of interest dividends on this Notethe Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Note)Preferred Stock, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 57) upon the conversion of the then all outstanding principal amount shares of this Note Preferred Stock and payment of interest dividends hereunder. The Company Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Conversion Shares Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale sale in accordance with such Conversion Shares Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company Borrower covenants that it will from and after the earlier of (i) May 15, 2015, or (ii) the date on which the Borrower amends its certificate of incorporation to increase its authorized shares of Common Stock (such earlier date, the “Reservation Date”), and at all times thereafter reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NoteNotes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunderwhich has accrued and would accrue on such principal amount, assuming such principal amount was not converted through the Maturity Date. The Company Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount of Common Stock that this Note would Required Minimum (to be convertible into, in full and irrespective of beneficial ownership limitations, at any time, adjusted monthly) for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Note), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, nonassessable and, at such times as if the Registration Statement covering such shares is then effective under the Securities Act, will shall be registered for public resale in accordance with such Registration StatementStatement (subject to such Holder’s compliance with its obligations under the Section 4.17 of the Purchase Agreement).