Common use of Payments for Failure to Reserve Authorized but Unissued Common Stock Clause in Contracts

Payments for Failure to Reserve Authorized but Unissued Common Stock. Beginning on the date that is five (5) months after the Last Closing, assuming that the Closing Bid Price of the Company's Common Stock is less than the Soft Floor Price (as defined in the Certificate of Designation), the Company shall calculate the number of Conversion Shares issuable upon conversion of all outstanding Preferred Stock then eligible for conversion under Section 5 of the Certificate of Designation and upon exercise of all Subscriber Warrants then eligible for exercise as of the end of such month. The Company shall provide each Holder with a copy of such calculation within five (5) business days after the last business day of the month for which such calculation was made. The calculation shall be made assuming a Conversion Price (the "Assumed Conversion Price") equal to eighty five percent (85%) of the average Closing Bid Price for the twenty (20) trading days ending on the last trading day of the month in which the calculation was made. If, based upon such calculation, the Company does not have at least one hundred twenty five percent (125%) of the number of Conversion Shares necessary to effect, in full, a conversion of all the outstanding Preferred Stock then eligible for conversion under Section 5 of the Certificate of Designation at the Assumed Conversion Price and an exercise of all Subscriber Warrants then eligible for exercise, (referred to as a "Conversion Shortfall", the date of such default being referred to herein as the "Conversion Shortfall Date") authorized and reserved but unissued, the Company shall take immediate action to promptly authorize and reserve a sufficient number of Conversion Shares such that the total number of Conversion Shares so authorized and reserved is equal to one hundred and fifty percent (150%) of the number of Conversion Shares required to effect, in full, a conversion of the all outstanding Preferred Stock under Section 5 of the Certificate of Designation at the Assumed Conversion Price as of the Conversion Shortfall Date and an exercise of all Subscriber Warrants then eligible for exercise. If, at any time a Holder or Holders of Preferred Stock submits a Notice of Conversion (as defined in the Certificate of Designation) and the Company does not have sufficient authorized but unissued Conversion Shares available to effect, in full, a conversion of the Preferred Stock under Section 5 of the Certificate of Designation (referred to as a "Conversion Default", the date of such default being referred to herein as the "Conversion Default Date"), the Company shall issue to such Holder(s), pro rata, all of the Conversion Shares which are available, and the Notice of Conversion as to any shares of Preferred Stock requested to be converted but not converted (the "Unconverted Preferred Conversion Shares") shall become null and void. The Company shall provide notice of such Conversion Default ("Notice of Conversion Default") to all Holders of outstanding Preferred Stock, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two (2) day courier). No Holder may submit a Notice of Conversion after receipt of a Notice of Conversion Default until the date additional Conversion Shares are authorized by the Company. The Company will take immediate action to authorize an appropriate number of additional shares as soon as practicable. If the Company is unable to cure the Conversion Shortfall within seventy five (75) days, or if the Company is unable to cure the Conversion Default within seventy-five (75) days, then the Company agrees to pay to all Holders of outstanding Preferred Stock payment ("Conversion Default Payments") for a Conversion Default in the amount of (N/365) X .24 X the initial issuance price of the outstanding Preferred Stock held by each Holder, where N = the number of days from the Conversion Shortfall Date (or Conversion Default Date, as applicable) to the date (the "Authorization Date") that the Company authorizes a sufficient number of Conversion Shares to effect conversion of all remaining Shares of Preferred Stock. The Company shall send notice ("Authorization Notice") via facsimile, with a copy by overnight or two (2) day courier, to all Holders of outstanding Preferred Stock that additional Conversion Shares have been authorized, the Authorization Date and the amount of Holder's accrued Conversion Default Payments. The accrued Conversion Default Payments for each calendar month shall be paid in cash or shall be convertible into Common Stock at the Conversion Rate (as defined in the Certificate of Designation) then in effect, at the Holder's 14 option, payable as follows: (i) in the event Holder elects to take such payment in cash, cash payments shall be made to each Holder of outstanding Preferred Stock by the fifth (5th) day of the following calendar month or (ii) in the event Holder elects to take such payment in stock, the Holder may convert such payment amount into Common Stock at the Conversion Rate at anytime after the fifth (5th) day of the calendar month following the month the Authorization Notice was received, until the automatic conversion date set forth in the Certificate of Designation. Nothing herein shall limit Holder's right to pursue actual damages for the Company's failure to maintain a sufficient number of authorized Conversion Shares.

Payments for Failure to Reserve Authorized but Unissued Common Stock. Beginning on the date that is five (5) months after the Last Closing, assuming that the Closing Bid Price of the Company's Common Stock is less than the Soft Floor Price (as defined in the Certificate of Designation), the Company shall calculate the number of Conversion Shares issuable upon conversion of all outstanding Preferred Stock then eligible for conversion under Section 5 of the Certificate of Designation and upon exercise of all Subscriber Warrants then eligible for exercise as of the end of such month. The Company shall provide each Holder with a copy of such calculation within five (5) business days after the last business day of the month for which such calculation was made. The calculation shall be made assuming a Conversion Price (the "Assumed Conversion Price") equal to eighty five percent (85%) of the average Closing Bid Price for the twenty (20) trading days ending on the last trading day of the month in which the calculation was made. If, based upon such calculation, the Company does not have at least one hundred twenty five percent (125%) of the number of Conversion Shares necessary to effect, in full, a conversion of all the outstanding Preferred Stock then eligible for conversion under Section 5 of the Certificate of Designation at the Assumed Conversion Price and an exercise of all Subscriber Warrants then eligible for exercise, (referred to as a "Conversion Shortfall", the date of such default being referred to herein as the "Conversion Shortfall Date") authorized and reserved but unissued, the Company shall take immediate action to promptly authorize and reserve a sufficient number of Conversion Shares such that the total number of Conversion Shares so authorized and reserved is equal to one hundred and fifty percent (150%) of the number of Conversion Shares required to effect, in full, a conversion of the all outstanding Preferred Stock under Section 5 of the Certificate of Designation at the Assumed Conversion Price as of the Conversion Shortfall Date and an exercise of all Subscriber Warrants then eligible for exercise. If, at any time a Holder or Holders of Preferred Stock submits Shares submit a Notice notice of Conversion (as defined in the Certificate of Designation) conversion and the Company does not have sufficient authorized but unissued Conversion Shares available to effect, in full, a conversion of the Series D Preferred Stock under Section 5 4 of the Certificate Statement of Designation Resolution (referred to as a "Conversion Default", the date of such default being referred to herein as the "Conversion Default Date"), the Company shall issue to such Holder(s), pro rata, all of the Conversion Shares of Common Stock which are available, and the Notice notice of Conversion conversion as to any shares Conversion Shares of Series D Preferred Stock requested to be converted but not converted (the "Unconverted Preferred Conversion Shares") shall become null and void. The Company shall provide notice of such Conversion Default ("Notice of Conversion Default") to all Holders of outstanding Preferred Stock, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two (2) day courier). No Holder may submit a Notice notice of Conversion conversion after receipt of a Notice of Conversion Default until the date additional Conversion Shares are authorized by the Company. The Company will take immediate action use best efforts to authorize an appropriate number of additional shares as soon as practicable. If the Company is unable to cure the Conversion Shortfall within seventy five (75) days, or if the Company is unable to cure the Conversion Default within seventyforty-five (7545) days, then the Company agrees to pay make to all Holders of outstanding Preferred Stock Shares a payment (the "Conversion Default Payments") for a Conversion Default in the amount of (N/365) X .24 .25 X the initial issuance price stated value (face amount) of the outstanding Preferred Stock held by each Holder, where N = N=the number of days from the Conversion Shortfall Default Date (or Conversion Default Date, as applicable) to the date (the "Authorization Date") that the Company authorizes a sufficient number of Conversion Shares to effect conversion of all remaining Shares shares of Preferred Stock. The Company shall send notice ("Authorization Notice") via facsimile, with a copy by overnight or two (2) day courier, to all Holders of outstanding Preferred Stock Shares that additional Conversion Shares have been authorized, the Authorization Date and the amount of Holder's accrued Conversion Default Payments. The accrued Conversion Default Payments for each calendar month shall be paid in cash or shall be convertible into Common Stock at in accordance with the Conversion Rate (as defined in the Certificate of Designation) then in effectFormula, at the Holder's 14 option, payable as follows: (i) in the event Holder elects to take such payment in cash, cash payments shall be made to each Holder of outstanding Preferred Stock Shares by the fifth (5th) day of the following calendar month or (ii) in the event the Holder elects to take make such payment in stock, the Holder may convert such payment amount into Common Stock at in accordance with the Conversion Rate Formula at anytime any time after the fifth (5th) day of the calendar month following the month the Authorization Notice was received, until the automatic conversion date set forth in the Certificate Statement of DesignationResolution. Nothing herein shall limit the Holder's right to pursue seek actual damages for the Company's failure to maintain a sufficient number of authorized Conversion SharesShares of Common Stock.

Payments for Failure to Reserve Authorized but Unissued Common Stock. Beginning on the date that is five (5) months after the Last Closing, assuming that the Closing Bid Price of the Company's Common Stock is less than the Soft Floor Price (as defined in the Certificate of Designation), the Company shall calculate the number of Conversion Shares issuable upon conversion of all outstanding Preferred Stock then eligible for conversion under Section 5 of the Certificate of Designation and upon exercise of all Subscriber Warrants then eligible for exercise as of the end of such month. The Company shall provide each Holder with a copy of such calculation within five (5) business days after the last business day of the month for which such calculation was made. The calculation shall be made assuming a Conversion Price (the "Assumed Conversion Price") equal to eighty five percent (85%) of the average Closing Bid Price for the twenty (20) trading days ending on the last trading day of the month in which the calculation was made. If, based upon such calculation, the Company does not have at least one hundred twenty five percent (125%) of the number of Conversion Shares necessary to effect, in full, a conversion of all the outstanding Preferred Stock then eligible for conversion under Section 5 of the Certificate of Designation at the Assumed Conversion Price and an exercise of all Subscriber Warrants then eligible for exercise, (referred to as a "Conversion Shortfall", the date of such default being referred to herein as the "Conversion Shortfall Date") authorized and reserved but unissued, the Company shall take immediate action to promptly authorize and reserve a sufficient number of Conversion Shares such that the total number of Conversion Shares so authorized and reserved is equal to one hundred and fifty percent (150%) of the number of Conversion Shares required to effect, in full, a conversion of the all outstanding Preferred Stock under Section 5 of the Certificate of Designation at the Assumed Conversion Price as of the Conversion Shortfall Date and an exercise of all Subscriber Warrants then eligible for exercise. If, at any time a Holder or Holders of Preferred Stock submits Shares submit a Notice of Conversion (as defined in the Certificate Statement of DesignationResolutions) and the Company does not have sufficient authorized but unissued Conversion Shares available to effect, in full, a conversion of the Series G Preferred Stock under Section 5 of the Certificate Statement of Designation Resolutions (referred to as a "Conversion Default", the date of such default being referred to herein as the "Conversion Default Date"), the Company shall issue to such Holder(s), pro rata, all of the Conversion Shares of Common Stock which are available, and the Notice of Conversion as to any shares Conversion Shares of Series G Preferred Stock requested to be converted but not converted (the "Unconverted Preferred Conversion Shares") shall become null and void. The Company shall provide notice of such Conversion Default ("Notice of Conversion Default") to all Holders of outstanding Preferred Stock, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two (2) day courier). No Holder may submit a Notice of Conversion after receipt of a Notice of Conversion Default until the date additional Conversion Shares are authorized by the Company. The Company will take immediate action use best efforts to authorize an appropriate number of additional shares as soon as practicable. If the Company is unable to cure the Conversion Shortfall within seventy five (75) days, or if the Company is unable to cure the Conversion Default within seventyforty-five (7545) days, then the Company agrees to pay make to all Holders of outstanding Preferred Stock Shares a payment (the "Conversion Default Payments") for a Conversion Default in the amount of (N/365) X .24 .10 X the initial issuance price stated value of the outstanding Preferred Stock held by each Holder, where N = N=the number of days from the Conversion Shortfall Default Date (or Conversion Default Date, as applicable) to the date (the "Authorization Date") that the Company authorizes a sufficient number of Conversion Shares to effect conversion of all remaining Shares shares of Preferred Stock. The Company shall send notice ("Authorization Notice") via facsimile, with a copy by overnight or two (2) day courier, to all Holders of outstanding Preferred Stock Shares that additional Conversion Shares have been authorized, the Authorization Date and the amount of Holder's accrued Conversion Default Payments. The accrued Conversion Default Payments for each calendar month shall be paid in cash or shall be convertible into Common Stock at in accordance with the Conversion Rate (as defined in the Certificate of Designation) then in effectFormula, at the HolderCompany's 14 option, payable as follows: (i) in the event Holder Company elects to take make such payment in cash, cash payments shall be made to each Holder of outstanding Preferred Stock Shares by the fifth (5th) day of the following calendar month after the Authorization Notice was received or (ii) in the event Holder the Company elects to take make such payment in stock, the Holder may convert such payment amount will be converted into Common Stock at in accordance with the Conversion Rate Formula at anytime any time after the fifth (5th) day of the calendar month following the month the Authorization Notice was received, until the automatic conversion date set forth in the Certificate Statement of DesignationResolutions. Nothing herein shall limit the Holder's right to pursue seek actual damages for the Company's failure to maintain a sufficient number of authorized Conversion SharesShares of Common Stock.

Payments for Failure to Reserve Authorized but Unissued Common Stock. Beginning on the date that is five (5) months after the Last Closing, assuming that the Closing Bid Price of the Company's Common Stock is less than the Soft Floor Price (as defined in the Certificate of Designation), the Company shall calculate the number of Conversion Shares issuable upon conversion of all outstanding Preferred Stock then eligible for conversion under Section 5 of the Certificate of Designation and upon exercise of all Subscriber Warrants then eligible for exercise as of the end of such month. The Company shall provide each Holder with a copy of such calculation within five (5) business days after the last business day of the month for which such calculation was made. The calculation shall be made assuming a Conversion Price (the "Assumed Conversion Price") equal to eighty five percent (85%) of the average Closing Bid Price for the twenty (20) trading days ending on the last trading day of the month in which the calculation was made. If, based upon such calculation, the Company does not have at least one hundred twenty five percent (125%) of the number of Conversion Shares necessary to effect, in full, a conversion of all the outstanding Preferred Stock then eligible for conversion under Section 5 of the Certificate of Designation at the Assumed Conversion Price and an exercise of all Subscriber Warrants then eligible for exercise, (referred to as a "Conversion Shortfall", the date of such default being referred to herein as the "Conversion Shortfall Date") authorized and reserved but unissued, the Company shall take immediate action to promptly authorize and reserve a sufficient number of Conversion Shares such that the total number of Conversion Shares so authorized and reserved is equal to one hundred and fifty percent (150%) of the number of Conversion Shares required to effect, in full, a conversion of the all outstanding Preferred Stock under Section 5 of the Certificate of Designation at the Assumed Conversion Price as of the Conversion Shortfall Date and an exercise of all Subscriber Warrants then eligible for exercise. If, at any time a Holder or Holders of Preferred Stock submits Shares submit a Notice of Conversion (as defined in the Certificate Statement of DesignationResolutions) and the Company does not have sufficient authorized but unissued Conversion Shares available to effect, in full, a conversion of the Series F Preferred Stock under Section 5 of the Certificate Statement of Designation Resolutions (referred to as a "Conversion Default", the date of such default being referred to herein as the "Conversion Default Date"), the Company shall issue to such Holder(s), pro rata, all of the Conversion Shares of Common Stock which are available, and the Notice of Conversion as to any shares Conversion Shares of Series F Preferred Stock requested to be converted but not converted (the "Unconverted Preferred Conversion Shares") shall become null and void. The Company shall provide notice of such Conversion Default ("Notice of Conversion Default") to all Holders of outstanding Preferred Stock, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two (2) day courier). No Holder may submit a Notice of Conversion after receipt of a Notice of Conversion Default until the date additional Conversion Shares are authorized by the Company. The Company will take immediate action use best efforts to authorize an appropriate number of additional shares as soon as practicable. If the Company is unable to cure the Conversion Shortfall within seventy five (75) days, or if the Company is unable to cure the Conversion Default within seventyforty-five (7545) days, then the Company agrees to pay make to all Holders of outstanding Preferred Stock Shares a payment (the "Conversion Default Payments") for a Conversion Default in the amount of (N/365) X .24 .40 X the initial issuance price stated value of the outstanding Preferred Stock held by each Holder, where N = N=the number of days from the Conversion Shortfall Default Date (or Conversion Default Date, as applicable) to the date (the "Authorization Date") that the Company authorizes a sufficient number of Conversion Shares to effect conversion of all remaining Shares shares of Preferred Stock. The Company shall send notice ("Authorization Notice") via facsimile, with a copy by overnight or two (2) day courier, to all Holders of outstanding Preferred Stock Shares that additional Conversion Shares have been authorized, the Authorization Date and the amount of Holder's accrued Conversion Default Payments. The accrued Conversion Default Payments for each calendar month shall be paid in cash or shall be convertible into Common Stock at in accordance with the Conversion Rate (as defined in the Certificate of Designation) then in effectFormula, at the HolderCompany's 14 option, payable as follows: (i) in the event Holder Company elects to take make such payment in cash, cash payments shall be made to each Holder of outstanding Preferred Stock Shares by the fifth (5th) day of the following calendar month after the Authorization Notice was received or (ii) in the event Holder the Company elects to take make such payment in stock, the Holder may convert such payment amount will be converted into Common Stock at in accordance with the Conversion Rate Formula at anytime any time after the fifth (5th) day of the calendar month following the month the Authorization Notice was received, until the automatic conversion date set forth in the Certificate Statement of DesignationResolutions. Nothing herein shall limit the Holder's right to pursue seek actual damages for the Company's failure to maintain a sufficient number of authorized Conversion SharesShares of Common Stock.