Common use of Capital Changes Clause in Contracts

Capital Changes. From the date hereof until one year after the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading Market.

Capital Changes. From Until one (1) year following the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketRepresentative.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such reverse stock split is necessary or reclassification is required advisable, in the sole determination of the Board of Directors, in order to maintain the listing of the Common Stock on the Trading Market on which the Common Stock is then listed or quoted or in connection with the application by the Company to list or quote the Common Stock on a different Trading Market.

Capital Changes. From Until the date hereof until one year after nine month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after 180 days of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than in connection with the uplisting of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on to a Trading Marketnational exchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest unless the purpose of the shares reverse split is to meet the initial listing requirements of Preferred the Nasdaq or New York Stock unless such split or reclassification is required to maintain Exchanges (including the listing of Company Common Stock on a Trading MarketNYSEMKT).

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a stock split that, in the good faith determination of Preferred Stock unless such split or reclassification the Board of Directors, is required to maintain enable the Company to comply with the required listing standards of Company Common Stock on a the Company’s principal Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares; provided, however, that this Section 4.16 shall not apply solely in connection with any reverse stock split or reclassification is required conducted to maintain compliance with the listing standards of Company Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such reverse split or reclassification is required to maintain made in conjunction with the listing of Company the Common Stock on a Trading Marketnational securities exchange.

Capital Changes. From Until the 12 month anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.

Capital Changes. From Until the date hereof until one one-year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock Class A Shares or ADSs without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From the date hereof until one year after such time as no Purchaser holds any of the Effective DateWarrants, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketNotes.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Shares unless such reverse stock split is necessary or reclassification is required advisable, in the sole determination of the Board of Directors, in order to maintain the listing of the Common Stock on the Trading Market on which the Common Stock is then listed or quoted or in connection with the application by the Company to list or quote the Common Stock on a different Trading Market.

Capital Changes. From Until the date hereof until one one-year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock Ordinary Shares and/or ADSs without the prior written consent of the Purchasers holding a majority in interest of the shares Stated Value of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares, except for the reverse stock split or reclassification is required to maintain previously approved by the listing of Company Common Stock on a Trading MarketCompany’s stockholders.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Stock, provided however, that the Company may undertake a reverse stock split or reclassification is required to maintain of the listing of Company Common Stock at any time in order to meet the minimum price requirement necessary to become approved for listing on a Trading Marketnational securities market or exchange.

Capital Changes. From Until the date hereof until one year after 30th day following the Effective Date, the Company shall not undertake a consummate the Reverse Stock Split or any reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares; provided, however, that the Company may undertake a reverse split of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock at any time in order to satisfy the minimum market price requirement of a national securities market or exchange on a Trading Marketwhich it intends to pursue listing.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest unless the purpose of the shares reverse split is to meet the minimum stock price under any of Preferred the initial listing requirements of the Nasdaq or New York Stock unless such split or reclassification is required to maintain Exchanges (including the listing of Company Common Stock on a Trading MarketNYSEMKT).

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares, except for the reverse stock split or reclassification is required to maintain previously approved by the listing of Company Common Stock on a Trading MarketCompany's stockholders.

Capital Changes. From Until the date hereof until one year after that is 180 days of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the two year anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after six month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest Principal Amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketNotes.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Stock, provided that this Section 4.17 shall not apply solely in connection with any reverse stock split that is conducted in order to meet or reclassification is required to maintain compliance with the listing standards of Company Common Stock on a any Trading Market.

Capital Changes. From Until the date hereof until one year after six month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock; unless the Company shall undertake such split or reclassification corporate action to satisfy the continued listing requirements of the national securities exchange where the Company’s common stock is required to maintain the listing of Company Common Stock on a Trading Markettrading at such time.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock Ordinary Shares without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares then outstanding; provided, however, that this Section 4.15 shall not apply solely in connection with any reverse stock split conducted to meet or reclassification is required to maintain compliance with the listing standards of Company Common Stock on a any Trading Market...

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such Debentures except for a reverse stock split or reclassification is required directly related to maintain the Company’s listing of Company the Common Stock on a Trading MarketMarket other than the OTC Bulletin Board or the American Stock Exchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Series C Preferred Stock Stock, unless such split or reclassification is required to maintain the listing of Company the Common Stock on a Trading the Nasdaq Stock Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless Stock; provided, however, that the Company shall not be prohibited from undertaking any such split actions for the purpose of either maintaining or reclassification is required to maintain the up-listing of Company the quotation of such Common Stock on a Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless Shares; provided, however, that such split or reclassification prior written consent shall not be required if such capital change is required to maintain in connection with the continued listing or quotation of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the 12 month anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, except as required to maintain listing on a Trading Market, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.

Capital Changes. From Until the one year anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of all of the Purchasers holding a majority in interest of the then outstanding shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Stock, provided that this Section 4.18 shall not apply solely in connection with any reverse stock split that is conducted in order to meet or reclassification is required to maintain compliance with the listing standards of Company Common Stock on a any Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Stock; provided, however, this Section 4.17 shall not apply solely in connection with any reverse stock split or reclassification is required conducted to maintain compliance with listing standards of the listing of Company Common Stock on a Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective DateDate except for the Reverse Stock Split Proposal, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding holders of a majority in interest of the shares of then-outstanding Series A-1 Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after 180 day anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than in connection with the uplisting of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading Marketto the Nasdaq Stock Market or the New York Stock Exchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest stated value outstanding of the shares of Series B Convertible Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unexercised Warrants then outstanding unless such reverse or forward stock split or reclassification is required undertaken to maintain a listing on the listing of Company Common Stock on a principal Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, except if required by and in connection with the listing onto a new Trading Market, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Except as required to comply with the date hereof listing or maintenance requirements of any Trading Market, until the one year after anniversary of the Effective Execution Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketRepresentative.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares, except for any reverse stock split as may be required or reclassification is required to maintain advisable in connection with the listing of Company the Common Stock on a Trading MarketNational Exchange pursuant to Section 4.18 below.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Shares, unless such reverse split or reclassification is required in writing by the principal Trading Market as a condition to maintain the Company’s continued listing of Company Common Stock on a Trading Marketthereon.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares; provided, however, the Company may undertake a reverse stock split for the purpose of Preferred Stock unless such split or reclassification is required to maintain maintaining compliance with the Nasdaq Capital Market’s continued listing of Company Common Stock on a Trading Marketstandards.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares, provided however, that the Company may undertake a reverse stock split or reclassification is required to maintain of the listing of Company Common Stock at any time in order to meet the minimum price requirement necessary to become approved for listing on a Trading Marketnational securities market or exchange.

Capital Changes. From Until the six month anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest unless the purpose of the shares reverse split is to meet the minimum stock price under any of Preferred the initial listing requirements of Nasdaq or the New York Stock unless such split or reclassification is required to maintain Exchange (including the listing of Company Common Stock on a Trading MarketNYSE MKT).

Capital Changes. From Until the date hereof until one (1) year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is Purchaser except as may be required to maintain the listing of Company Common Stock on a Trading Marketmeet any exchange requirement for continued listing.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares then outstanding; provided, however, that this Section 4.16 shall not apply solely in connection with any reverse stock split conducted to meet or reclassification is required to maintain compliance with the listing standards of Company Common Stock on a any Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective DateDate or such date as no Purchaser holds any Registrable Securities, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding Placement Agent, other than a majority reverse stock split undertaken in interest order to comply with the initial listing standards of the shares of Preferred NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketExchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse or forward stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Unless otherwise required or advisable to comply with the date hereof Trading Market’s listing requirements, until the one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading Market.Shares. Exhibit 10.1

Capital Changes. From the date hereof until the one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock Ordinary Shares without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split the board of directors of the Company, or reclassification is required requested by any Trading Market, to maintain the listing of Company Common Stock the ADSs on a the Trading MarketMarket or remain in compliance with any applicable listing rules.

Capital Changes. From Until the date hereof until one one-year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in majority-in-interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after forty-five (45) day anniversary of the Effective Effectiveness Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the three (3) year anniversary of the date hereof until one year after the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketPurchaser.

Capital Changes. From Until the date hereof until one year after forty-five (45) day anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers Buyers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required Notes (except as necessary to maintain the listing of Company Common Stock remain on a Trading Market).

Capital Changes. From the date hereof until one year after Until the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after 180 day anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until April 5, 2022, other than a share split or reclassification that is effected solely to maintain the date hereof until one year after listing of the Effective DateCommon Shares on the primary Trading Market, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketRequisite Purchasers.

Capital Changes. From For a period of 2 years from the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority at least 85% in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading Marketoutstanding Warrants.

Capital Changes. From Until the date hereof until one year after 6 month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.

Capital Changes. From Unless otherwise required or advisable to comply with the date hereof Trading Market’s listing requirements, until the one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such split or reclassification is required to maintain the listing of Company the Common Stock on a Trading Marketnational securities exchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding holders of a majority in interest of the shares of then-outstanding Series B Preferred Stock unless such Stock. Notwithstanding the preceding, this Section 4.16 shall not apply to a reverse stock split or reclassification is required to maintain the listing of Company Common Stock on a Trading Marketeffectuated in connection with an Uplisting.

Capital Changes. From the date hereof until one year after the first anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such a reverse split or reclassification is required to maintain the listing of Company the Common Stock on a Trading Marketnational securities exchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares; provided, however, that this Section 4.16 shall not apply to a reverse stock split conducted in conjunction with listing on a national securities exchange or reclassification is required to maintain compliance with the listing standards of Company Common Stock on a the Trading Market...

Capital Changes. From Other than to maintain the date hereof Company’s listing on its Trading Market, until the one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after six month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one (1) year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketRequired Holders.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required Shares, except if undertaken in connection with an “uplisting” to maintain the listing of Company Common Stock on a new Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Series A Preferred Stock Stock, unless such split or reclassification is required to maintain the listing of Company the Common Stock on a Trading the Nasdaq Stock Market.

Capital Changes. From Until the one year anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Purchaser unless such stock split is necessary for purposes of having the Company’s common stock listed on the NYSE American Exchange or reclassification is required to maintain the listing of Company Common Stock on a Trading Nasdaq Capital Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares; provided, however, that the Company may undertake a reverse stock split of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on at any time in order to satisfy the minimum market price requirement of a Trading Marketnational securities exchange in connection with a listing application.

Capital Changes. From Until the date hereof until one year after six-month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such split or reclassification is required to maintain the listing of Company the Common Stock on a Trading Marketnational securities exchange. For purposes of clarity, the prospective securities issuances set forth in the definition of “Exempt Issuance” shall not be considered a reclassification of the Common Stock.

Capital Changes. From Until the date hereof until one one-year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after six month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketPurchaser.

Capital Changes. From Until the date hereof until one one-year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after that is 180 days from the Effective Listing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, except for the purpose of Preferred Stock unless such split or reclassification is required to maintain listing the listing of Company Company’s Common Stock on a Trading MarketNational Exchange.

Capital Changes. From Until the date hereof until one (1) year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the six month anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares and Warrant Shares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest stated value outstanding of the shares of Series C Convertible Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until that is one year after the Effective Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest Required Purchasers, provided, however, that no consent of the shares Purchasers shall be required for a reverse stock split of Preferred the Common Stock unless such split that the Board of Directors, in the good faith exercise of its business judgment, determines to be necessary or reclassification is required advisable to maintain list the listing of Company Common Stock on a Trading Marketnational securities exchange.

Capital Changes. From the date hereof until the one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split the Board of Directors, or reclassification is required requested by any Trading Market, to maintain the listing of Company the Common Stock on a the Trading MarketMarket or remain in compliance with any applicable listing rules.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless Stock, provided, however, that the Company shall not be prohibited from undertaking any such split actions for the purpose of either maintaining or reclassification is required to maintain the up-listing of Company such Common Stock on a Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such reverse split or reclassification is required to maintain as a condition of listing the listing of Company Common Stock on a Trading Marketnational securities exchange.

Capital Changes. From Until the date hereof until that is one (1) year after from the Effective Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain Shares and Pre-Funded Warrants, based on the listing of Company Common Stock on a Trading Marketinitial Subscription Amounts hereunder.

Capital Changes. From Until the date hereof until one one-year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without other than a reverse stock split required to comply with the prior written consent continued listing standards of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a principal Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required Shares, except for the Reverse Split to maintain be effected in connection with the listing of Company the Common Stock on a Trading MarketNational Exchange pursuant to Section 4.18 below.

Capital Changes. From Until the date hereof until [one year after anniversary of the [Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.

Capital Changes. From Until the date hereof until one one-year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a stock split of Preferred the Common Stock unless such split or reclassification that is required to maintain required, in the good faith judgment of the Board of Directors, in connection with the continued listing of Company the Common Stock on a the principal Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares Debentures, except that the Company may undertake a reverse split of Preferred Stock unless such split or reclassification its stock if the Company believes it is required necessary to maintain the Company’s listing of Company Common Stock on a Trading the Nasdaq Capital Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares; provided however, that the Company may undertake a reverse split of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock at any time in order to satisfy the minimum market price requirement of a national securities market or exchange on a Trading Marketwhich it intends to pursue listing.