Common use of Authorization and Reservation of Shares Clause in Contracts

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the exercise of the outstanding Notes and Warrants and issuance of the Warrant Shares in connection therewith (based on the Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this Section 4(c), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the shares of the Company’s officers and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants and issuance of the Warrant Shares in connection therewith (based on the Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(d), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the shares of the Company’s officers officer’s and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants Note and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Conversion Price of the Warrants Note in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Note. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise conversion of Note without the consent of the WarrantsBuyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount ("Reserved Amount") equal to five times the number that is then actually issuable upon full conversion of the Note and Additional Note (based on the Conversion Price of the Note in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“"Authorized and Reserved Shares”") is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s 's obligations under this Section 4(c4(g), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The If the Company shall use its best efforts fails to obtain such stockholder shareholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares, it will be considered an Event of default under Section 3.4 of the Note.

Authorization and Reservation of Shares. The Company shall use reasonable best efforts to at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes Debentures and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Debentures or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Debentures. The Company shall not reduce use reasonable best efforts to at all times maintain the number of shares of Common Stock so reserved for issuance at an amount ("Reserved Amount") equal to no less than two (2) times the number that is then actually issuable upon full conversion of the Debentures and Additional Debentures and upon exercise of the WarrantsWarrants and the Additional Warrants (based on the Conversion Price of the Debentures or the Exercise Price of the Warrants in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“"Authorized and Reserved Shares”") is below the Reserved Amount, the Company will use reasonable best efforts to promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s 's obligations under this Section 4(c4(e), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants Note and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Conversion Price of the Warrants Note in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Note. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise conversion of Note without the consent of the WarrantsBuyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to six (6) times the number that is then actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(g), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The If the Company shall use its best efforts fails to obtain such stockholder shareholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares, it will be considered an Event of default under Section 3.4 of the Note.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants Note and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Conversion Price of the Warrants Note in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Note. The Company shall not reduce the number of shares of Common Stock initially reserved for issuance upon exercise conversion of Note without the consent of the WarrantsBuyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to 1.5 times the number that is then actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(g), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The If the Company shall use its best efforts fails to obtain such stockholder shareholder approval within thirty ninety (3090) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares, it will be considered an Event of default under Section 3.4 of the Note.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes Note and Warrants and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Conversion Price of the Warrants Note in effect from time to timetime and number of shares of Common Stock issuable upon due exercise of the Warrants) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Note and Warrants. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Note or exercisable under the Warrants without the consent of the Investor. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to no less than the number of shares issuable upon full exercise of the WarrantsWarrants and two (2) times the number that is then actually issuable upon full conversion of the Note and Additional Notes (based on the Conversion Price of the Note). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c)herein, in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes Debentures and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Debentures or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Debentures. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Debentures and exercise of the WarrantsWarrants without the consent of each Debtholder. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to no less than two (2) times the number that is then actually issuable upon full conversion of the Debentures and upon exercise of the Warrants (based on the Conversion Price of the Debentures or the Exercise Price of the Warrants in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c)4.b, in the case of an insufficient number of authorized shares, use its best efforts to obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting use its best efforts to cause the management shares of the Company’s officers and directors Company to be voted in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the exercise of the outstanding Notes Note and Warrants Warrant and issuance of the Warrant Shares in connection therewith (based on the Exercise Price of the Warrants Warrant in effect from time to time) and as otherwise required by the Notes Note (collectively, the “Reserved Amount”). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the WarrantsWarrant. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this Section 4(c), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the shares of the Company’s officers officer’s and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full exercise of the outstanding Notes and Warrants its options under Employee Benefit Plans and issuance of the Warrant Shares in connection therewith (based on the Exercise Price of the Warrants exercise prices in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the WarrantsWarrants without the consent of a majority-in-interest of the Purchasers. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(g), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting shall use reasonable best efforts to obtain the shares favorable vote of the Company’s officers officer’s and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amountdirectors. The Company shall use its reasonable best efforts to obtain such stockholder approval within thirty sixty (3060) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants Note and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Conversion Price of the Warrants Note in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Note. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise conversion of Note without the consent of the WarrantsBuyers. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to four times the number that is then actually issuable upon full conversion of the Note and Additional Note (based on the Conversion Price of the Note in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(f), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The If the Company shall use its best efforts fails to obtain such stockholder shareholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares, it will be considered an Event of default under Section 3.4 of the Note.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes Note and Warrants and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Conversion Price of the Warrants Note in effect from time to timetime and number of shares of Common Stock issuable upon due exercise of the Warrants) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Note and Warrants. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Note or exercisable under the Warrants without the consent of the Investor. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount ("Reserved Amount") equal to no less than the number of shares issuable upon full exercise of the WarrantsWarrants and two (2) times the number that is then actually issuable upon full conversion of the Note and Additional Notes (based on the Conversion Price of the Note). If at any time the number of shares of Common Stock authorized and reserved for issuance (“"Authorized and Reserved Shares”") is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s 's obligations under this Section 4(c)herein, in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Subject to Stockholder Approval, Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes Note and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Note or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Note. The Company shall not reduce at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to not less than the number that is then actually issuable upon full conversion of the Note and upon exercise of the WarrantsWarrants (based on the Conversion Price of the Note or the Exercise Price of the Warrants in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders within thirty (3) days after obtaining knowledge of any deficiency in the Reserved Amount to authorize additional shares to meet the Company’s obligations under this Section 4(c4(e), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting vote the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock as required to provide for fulfill its obligations under the exercise of the outstanding Notes and Warrants and issuance of the Warrant Shares in connection therewith (based on the Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes Offering (collectively, the “Reserved Amount”). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the any Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this Section 4(c), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the shares of the Company’s officers officer’s and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Conversion Price of the Warrants Notes in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Notes. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise conversion of Notes without the consent of the WarrantsBuyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to no less than two (2) times the number that is then actually issuable upon full conversion of the Notes and Additional Notes (based on the Conversion Price of the Notes). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c)herein, in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the exercise of the outstanding Notes and Warrants and issuance of the Warrant Shares in connection therewith (based on the Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Securities contemplated herein. The Company shall not reduce the number of shares of Common Stock so reserved without the consent of the Buyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance upon exercise at an amount (“Reserved Amount”) equal to: P *4 (T*0.65) P = aggregate purchase price for such share of Series C Preferred Shares T = lowest trading price of the WarrantsCommon Stock in the five (5) trading days prior to the date of purchase The Buyer shall provide written notice to the Company within one (1) trading day of the purchase of any shares of Series C Preferred Shares, which notice shall include the purchase price for each such share of Series C Preferred Shares. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(g), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants Note and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Conversion Price of the Warrants Note in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Note. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise conversion of Note without the consent of the WarrantsBuyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to five times the number that is then actually issuable upon full conversion of the Note and Additional Note (based on the Conversion Price of the Note in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(g), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The If the Company shall use its best efforts fails to obtain such stockholder shareholder approval within thirty sixty (3060) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares, it will be considered an Event of default under Section 3.4 of the Note.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full exercise of the outstanding Notes and Warrants Warrant and issuance of the Warrant Shares in connection therewith (based on the Exercise Price exercise price of the Warrants Warrant in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Warrant . The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the WarrantsWarrant without the consent of Investors. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to no less than the number that is then actually issuable upon full exercise of the Warrant (based on the exercise price of the Warrant in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(g), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Notes or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”"RESERVED AMOUNT"). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Notes and exercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”"AUTHORIZED AND RESERVED SHARES") is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s 's obligations under this Section 4(c4(f), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the shares of the Company’s officers 's officer's and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Upon the increase in the number of authorized shares of the Company’s Common Stock to 750,000,000 shares within thirty (30) days from the date hereof and subject to Stockholder Approval, the Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Notes or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Notes. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Notes and exercise of the WarrantsWarrants without the consent of each Buyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to no less than two (2) times the number that is then actually issuable upon full conversion of the Notes and Additional Notes and upon exercise of the Warrants and the Additional Warrants (based on the Conversion Price of the Notes or the Exercise Price of the Warrants in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the shares of the Company’s officers and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.DMEAST #9432371 v1 15

Authorization and Reservation of Shares. The Company Except as otherwise set forth in this Article 8, Buyer shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Buyer Common Stock to provide for the exercise full issuance to the Stockholders of the outstanding Notes and Warrants and issuance Milestone Shares assuming achievement of the Warrant Shares in connection therewith remaining Milestones (based on the Exercise Average Share Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”). The Company Buyer shall not reduce the number of shares of Buyer Common Stock reserved for issuance upon exercise under the terms of this Agreement without the consent of the WarrantsStockholder Representative. Buyer shall at all times maintain the number of shares of Buyer Common Stock so reserved for issuance at an amount (the "RESERVED AMOUNT") equal to no less than one hundred twenty percent (120%) of the number that is reasonably expected to be issuable upon full issuance to the Stockholders of the Milestone Shares assuming achievement of the remaining Milestones (based on the Average Share Price in effect from time to time). If at any time the number of shares of Buyer Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”the "AUTHORIZED AND RESERVED SHARES") is below the Reserved Amount, the Company Buyer will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders its shareholders to authorize additional shares to meet the Company’s Buyer's obligations under this Section 4(c)Section, in the case of an insufficient number of authorized shares, obtain stockholder obtaining shareholder approval of an increase in such authorized number of shares, and voting the using its commercially reasonable efforts to cause management of Buyer to vote their shares of the Company’s officers and directors Buyer in favor of an increase in the authorized shares of the Company Buyer to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full exercise of the outstanding Notes and Warrants and issuance of the Warrant Shares in connection therewith (based on the Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the WarrantsWarrants without the consent of each Buyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to no less than (1.5) times the number that is then actually issuable upon full exercise of the Warrants and the Additional Warrants (based on the Exercise Price of the Warrants in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(h), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the exercise of the outstanding Notes Shares and Warrants and issuance of the Warrant Shares in connection therewith (based on the Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes Shares (collectively, the “Reserved Amount”). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(d), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the shares of the Company’s officers officer’s and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Price conversion price of the Warrants Notes in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise conversion of the WarrantsNotes. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(e), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the shares of the Company’s officers and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full exercise of the outstanding Notes and Warrants Warrant and issuance of the Warrant Shares in connection therewith (based on the Exercise Price exercise price of the Warrants Warrant in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Warrant. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the WarrantsWarrant without the consent of Investor. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to no less than the number that is then actually issuable upon full exercise of the Warrant (based on the exercise price of the Warrant in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(g), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants Note and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Conversion Price of the Warrants Note in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Note. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise conversion of Note without the consent of the WarrantsBuyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to six (6) times the number that is then actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(g), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The If the Company shall use its best efforts fails to obtain such stockholder shareholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares, it will be considered an Event of default under Section 5 of the Note.

Authorization and Reservation of Shares. The Company shall Within 30 days of closing and at all times thereafter, the Company shall have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Notes or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes and Warrants (collectively, the “Reserved Amount”). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Notes and exercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(f), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the shares of the Company’s officers officer’s and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants Common Stock and issuance of the Warrant Shares in connection therewith (based on the Exercise Price of the Warrants exercise prices in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the WarrantsWarrants without the consent of a majority-in-interest of the Purchasers. If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(h), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the shares of the Company’s officers officer’s and directors in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its reasonable best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company Except as otherwise set forth in this Article 9, Buyer shall (a) at all times prior to the Closing have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Buyer Common Stock to provide for the exercise full issuance to Parent of the outstanding Notes Closing Consideration and Warrants and (b) to provide reasonably for the full issuance to Parent of the Warrant Shares in connection therewith (based on the Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectivelyAdditional Consideration, the “Reserved Amount”)if any is issuable. The Company Buyer shall not reduce the number of shares of Buyer Common Stock reserved for issuance upon exercise under the terms of this Agreement without the Warrantsconsent of Parent. Buyer shall at all times after the Closing maintain the number of shares of Buyer Common Stock so reserved for issuance at an amount (the “Reserved Amount”) equal to no less than two (2) times the number that is issued as the Closing Consideration . If at any time prior to the Closing or the first anniversary of the Closing, as applicable, the number of shares of Buyer Common Stock authorized and reserved for issuance (the “Authorized and Reserved Shares”) is below the Reserved Amount, the Company will Buyer shall promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders its shareholders to authorize additional shares to meet the CompanyBuyer’s obligations under this Section 4(c)9.2, in the case of an insufficient number of authorized shares, obtain stockholder obtaining shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Buyer in favor of an increase in the authorized shares of the Company Buyer to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes Debentures and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Debentures or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Debentures. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Debentures and exercise of the WarrantsWarrants without the consent of each Buyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount ("RESERVED AMOUNT") equal to no less than two (2) times the number that is then actually issuable upon full conversion of the Debentures and upon exercise of the Warrants (based on the Conversion Price of the Debentures or the Exercise Price of the Warrants in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”"AUTHORIZED AND RESERVED SHARES") is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s 's obligations under this Section 4(c4(f), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The Company shall use its best efforts to obtain such stockholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares.

Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants Note and issuance of the Warrant Conversion Shares in connection therewith (based on the Exercise Conversion Price of the Warrants Note in effect from time to time) and as otherwise required by the Notes (collectively, the “Reserved Amount”)Note. The Company shall not reduce the number of shares of Common Stock intially reserved for issuance upon exercise conversion of Note without the consent of the WarrantsBuyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to 1.5 times the number that is then actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(c4(g), in the case of an insufficient number of authorized shares, obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company’s officers and directors Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. The If the Company shall use its best efforts fails to obtain such stockholder shareholder approval within thirty ninety (3090) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares, it will be considered an Event of default under Section 3.4 of the Note.