Common use of Reservation of Shares Clause in Contracts

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any portion of the Convertible Debentures remain New Warrant remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the sum of the maximum number of shares of Common Stock New Warrant Shares issuable upon conversion exercise of all the Convertible Debentures New Warrant then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceNew Warrant set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g8(d) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the New Warrant. If at any time the number of shares of Common Stock authorized and reserved for issuance by the Company is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(f) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that stockholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Preferred Shares or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Preferred Shares then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Preferred Shares are convertible at the Conversion Floor Price then (as defined in effect, the Certificate of Designations) and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesPreferred Shares set forth in the Certificate of Designations), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Preferred Shares and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of all the Convertible Debentures then outstanding maximum number of Preferred Shares issued (assuming for purposes hereof hereof, that (x) the Convertible Debentures Preferred Shares are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Convertible DebenturesPreferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), including in each case, determined as if issued as of the Floor Price) trading day immediately preceding the applicable date of determination (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitReserved Amount”). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documentsunder Section 3(c), in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management any treasury shares of the 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 Required Reserved Amount. In connection with any such vote, each Buyer hereby agrees that it shall, if requested by the Company, vote all shares of capital stock held by such Buyer in favor of any such increase in the authorized number of shares. In addition to any corporate action taken to authorize additional shares, for so long as the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company shall pay to any Buyer who submits to the Company a request for conversion of Preferred Shares, which request cannot be fulfilled because of insufficient available shares, an amount in cash equal to $500 per day for the initial ten (10) days that such Required Reserved Amount is not met, then $1,000 per day in cash, for each day thereafter until such Required Reserved Amount is satisfied.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to hereby agrees that at all times have there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and reserved for the purpose of issuancewhen issued upon such exercise, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effectshall be validly issued, fully paid and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitnon-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is the Company’s capital stock shall not be sufficient to meet permit exercise in full of the Required Reserved AmountSeries B Warrants, the Company will promptly take all such 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 pursuant to the Transaction Documentsas may, in the case opinion of an insufficient its counsel, be necessary to increase its authorized but unissued shares to such number of authorized sharesshares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, and obtain stockholder approval the Company will not increase the stated or par value per share, if any, of an the Common Shares above the Exercise Price in effect immediately prior to such increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amountstated or par value.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Alternate Conversion Price then in effectassuming an Alternate Conversion Price as of such time of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) 100% of the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(k) be reduced other than proportionally in connection with any conversion exercise and/or redemption, or reverse stock splitas applicable, of Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any portion of any of the Convertible Debentures remain Warrants remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the sum of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise in full of all the Convertible Debentures then outstanding Warrants (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to hereby agrees that at all times have there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and reserved for the purpose of issuancewhen issued upon such exercise, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effectshall be validly issued, fully paid and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitnon-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is the Company's capital stock shall not be sufficient to meet permit exercise in full of the Required Reserved AmountSeries B Warrants, the Company will promptly take all such 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 pursuant to the Transaction Documentsas may, in the case opinion of an insufficient its counsel, be necessary to increase its authorized but unissued shares to such number of authorized sharesshares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, and obtain stockholder approval the Company will not increase the stated or par value per share, if any, of an the Common Shares above the Exercise Price in effect immediately prior to such increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amountstated or par value.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of From and after the Convertible Debentures remain outstandingdate hereof, the Company shall take all action necessary to at all times have authorized, and reserved reserve for the purpose of issuance, no less than 300% of the maximum issuance such number of authorized and unissued shares of Common Stock issuable upon conversion (or other securities substituted therefor as herein above provided) as shall be sufficient for the Exercise of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, this Warrant and (y) any such conversion shall not take into account any limitations on the conversion payment of the Convertible Debentures, including the Floor Exercise Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not below the number of shares sufficient for the Exercise of this Warrant (a “Share Authorization Failure”) (based on the Exercise Price in effect from time to meet the Required Reserved Amounttime), 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 approve a charter amendment to authorize additional shares to meet the Company's ’s obligations pursuant to the Transaction Documentsunder this Section 7, in the case of an insufficient number of authorized shares, and using its best efforts to obtain stockholder approval of such charter amendment effecting an increase in such authorized number of shares. The Company covenants and agrees that upon the Exercise of this Warrant in accordance with the terms hereof, and voting the management all shares of the Common Stock issuable upon such Exercise shall be duly and validly issued, fully paid and nonassessable and not subject to preemptive rights, rights of first refusal or similar rights of any Person. The Company in favor of an increase in the authorized covenants and agrees that all shares of Common Stock issuable upon Exercise of this Warrant shall be approved for listing on NASDAQ, or, if that is not the Company to ensure that principal trading market for the number of authorized shares Common Stock, such principal market on which the Common Stock is sufficient to meet the Required Reserved Amounttraded or listed.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to hereby agrees that at all times have there shall be reserved for issuance and delivery upon exercise of Series A Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series A Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and reserved for the purpose of issuancewhen issued upon such exercise, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effectshall be validly issued, fully paid and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitnon-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is the Company's capital stock shall not be sufficient to meet permit exercise in full of the Required Reserved AmountSeries A Warrants, the Company will promptly take all such 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 pursuant to the Transaction Documentsas may, in the case opinion of an insufficient its counsel, be necessary to increase its authorized but unissued shares to such number of authorized sharesshares as shall be sufficient for such purposes. The Company agrees that its issuance of Series A Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series A Warrants. Without limiting the generality of the foregoing, and obtain stockholder approval the Company will not increase the stated or par value per share, if any, of an the Common Shares above the Exercise Price in effect immediately prior to such increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amountstated or par value.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300(i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) 150% of the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any portion of the Convertible Debentures remain Note or any of the Warrants remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of (i) the maximum number of shares of Common Stock issuable upon required to be reserved for issuance to effect the conversion of all the Convertible Debentures then outstanding Note in full under Section 8 of the Note (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Convertible Debentures, including the Floor PriceNote set forth therein) and (the “Required Reserve Amount”); provided that at no time shall ii) the number of shares of Common Stock required to be reserved pursuant for issuance to this effect the exercise of all of the outstanding Warrants in full under Section 4(g1(g) be reduced other than proportionally in connection with of the Warrants (without taking into account any conversion and/or redemptionlimitations on the exercise of the Warrants set forth therein) (collectively, or reverse stock splitthe “Required Reserve Amount”). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300the greater of (I) 6 million shares of Common Stock (II) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Alternate Conversion Price then as of the applicable time of determination, (y) interest on the Notes shall accrue through the eight month anniversary of the Closing Date and will be converted in effect, shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable time of determination and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including the Floor Price) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Preferred Shares remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Preferred Shares then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Preferred Shares are convertible at the Alternate Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including Preferred Shares set forth in the Floor PriceCertificate of Designations) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Preferred Shares. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to at all times have --------------------- authorized, and reserved for the purpose of issuance, no less than 300% of the maximum a sufficient number of shares of Common Stock issuable upon to provide for the full conversion of all the Convertible Debentures then outstanding Preferred Shares and issuance of the Conversion Shares in connection therewith (assuming for purposes hereof that (x) the Convertible Debentures are convertible at based on the Conversion Price then of the Preferred Shares in effect, and (y) any such conversion effect from time to time). The Company shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall reduce the number of shares of Common Stock reserved pursuant for issuance upon conversion of Preferred Shares without the consent of each Buyer. The Company shall use its best efforts at all times to this Section 4(gmaintain the number of shares of Common Stock so reserved for issuance at no less than two (2) be reduced other than proportionally times the number that is then actually issuable upon full conversion of the Preferred Shares (based on the Conversion Price of the Preferred Shares in connection with any conversion and/or redemption, or reverse stock spliteffect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet below the Required Reserved Amountnumber of Conversion Shares issued and issuable upon conversion of the Preferred Shares (based on the Conversion Price of the Preferred Shares then in effect), 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 pursuant to the Transaction Documentsunder this Section 4(h), in the case of an insufficient number of authorized shares, and using its best efforts to obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to at all times have authorizedauthorized and reserved, and reserved for the purpose of issuance, no less than 300% of the maximum a sufficient number of shares of Common Stock issuable upon conversion of all to provide for the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number issuance of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitunderlying the then outstanding aggregate Principal amount of the Note. If In the event that at any time commencing on the date hereof that the Company does not have an adequate and sufficient number of authorized shares of Common Stock available to provide for issuance to Holder for the full conversion of this Note as provided herein, then (i) the principal officers and/or shareholders of the Company shall deliver to Holder, to be held in escrow (until an Event of Default as provided in this Note), such number of shares representing the number of shares by which the Company is deficient (the "Deficiency Shares"), together with undated and executed stock powers, which shall be held in escrow until the Company is able to deliver the fully authorized Deficiency Shares and (ii) the Company and the officers and directors of the Company shall deliver written and binding agreements by which each of them agree to use their best efforts to obtain shareholder approval as soon as possible to authorize additional shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, of the Company will promptly take and agree to vote all corporate action necessary to authorize shares owned by them (beneficially and reserve of record) at the next meeting of shareholders (or by written consent) in favor of authorizing a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares of Common Stock to meet provide for at least the Company's obligations pursuant Deficiency Shares. The Company shall procure a Certificate of Amendment to its Certificate of Incorporation providing for the increase in its authorized capital and deliver such Certificate of Amendment to the Transaction Documents, in Holder no later than ten days from the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amountdate hereof.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock Shares issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock Shares reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock Shares authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that stockholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock Shares reserved pursuant to this Section 4(g4(n) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock Shares authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the sum of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(n) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of either the Convertible Debentures remain Exchange Note or the Exchange Warrant remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Exchange Note then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are Exchange Note is convertible at the Conversion Price then in effect, effect and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesExchange Note set forth in the Exchange Note), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of the Exchange Warrant then outstanding (without regard to any limitations on the exercise of the Exchange Warrant set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g3(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Exchange Note and the Exchange Warrant. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(o) be reduced other than proportionally in connection with any conversion exercise and/or redemption, or reverse stock splitas applicable of Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any On or before November 30, 2017, the Company shall have filed a Schedule 14C with the SEC calling for a special meeting of the Convertible Debentures remain outstandingits stockholders to authorize additional shares. Upon such vote, the Company shall take all action actions necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of all the Convertible Debentures then outstanding maximum amount of Notes (assuming for purposes hereof hereof, that (x) the Convertible Debentures Notes are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Convertible DebenturesNotes set forth in therin) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), including in each case, determined as if issued as of the Floor Price) trading day immediately preceding the applicable date of determination (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitReserved Amount”). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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 an additional special meeting of stockholders to authorize additional shares to meet the Company's ’s obligations pursuant to the Transaction Documentsunder this covenant, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management any treasury shares of the 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 Required Reserved Amount. In connection with any such vote, each Buyer hereby agrees that it shall, if requested by the Company, vote all shares of capital stock held by such Buyer in favor of any such increase in the authorized number of shares.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company PubCo shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300150% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); provided Amount”); provided, that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g11(a) be reduced other than proportionally in connection with any conversion exercise and/or redemption, or reverse stock splitredemption of Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company PubCo 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 CompanyPubCo's obligations pursuant to the Transaction Exchange Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting use its reasonable best efforts to cause the holders of the management shares of the Company PubCo to vote in favor of an increase in the authorized shares of the Company PubCo to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount.

Reservation of Shares. So The Company covenants and agrees that upon the Exercise of this Warrant in accordance with the terms hereof, all ADSs and Restricted ADSs issuable upon such Exercise and all underlying Ordinary Shares shall be duly and validly issued, fully paid and nonassessable and not subject to preemptive rights, rights of first refusal or similar rights of any Person (the “Issuance Conditions”). The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of NASDAQ, or such other principal trading market upon which ADSs may be listed if no longer on NASDAQ. For so long as any the Warrant is outstanding and the Company’s Board of the Convertible Debentures remain outstandingDirectors has not taken an action consistent with Section 2(c)(ii), the Company shall take all action necessary use commercially reasonable best efforts to at all times have authorizedmaintain the Deposit Agreement, and reserved for shall not terminate the purpose of issuance, no less than 300% Deposit Agreement nor allow it to lapse due to the Company’s failure to appoint a successor Depositary upon the resignation of the maximum number of shares of Common Stock issuable upon conversion of all Deposit in accordance with the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion provisions of the Convertible Debentures, including Deposit Agreement. Upon the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number termination of shares Bank of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, New York as Depositary or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved AmountRestricted ADR Depositary, the Company will shall promptly take appoint a successor Depositary or Restricted ADR Depositary, as the case may be, and all corporate action necessary references herein to authorize and reserve Depositary or Restricted ADR Depositary, as the case may be, shall thereafter refer to such successor Depositary or Restricted ADR Depositary, as the case may be. Without the consent of the Holder, the Company shall not amend the Deposit Agreement in a sufficient number manner that adversely affects the rights of shares, including, without limitation, calling the Holder in a special meeting of stockholders to authorize additional shares to meet the Company's obligations pursuant materially disproportionate manner to the Transaction Documents, in the case rights of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amountother ADS holders.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(m) be reduced other than proportionally in connection with any conversion exercise and/or redemption, or reverse stock splitas applicable, of Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the sum of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4.(n) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuanceissuance upon conversion or redemption of the Convertible Notes and exercise of the Warrants, no less than 300% of the maximum (i) a number of shares of Common Stock issuable upon conversion of all equal to (1) the Convertible Debentures then outstanding principal amount of the Notes plus accrued and unpaid interest on the Notes divided by (assuming for purposes hereof that (x2) the Convertible Debentures are convertible at the Conversion Price then in effectFloor Price, and (yii) any such conversion shall not take into account any limitations on fifteen million (15,000,000) shares of Common Stock to satisfy the conversion Company’s obligation to issue shares of Common Stock under the Convertible DebenturesWarrants (collectively, including the Floor Price) (the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(j) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction or proportionally in connection with any conversion and/or redemption, as applicable, of the Convertible Notes, or reverse stock splitthe exercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “"Required Reserve Amount”); Amount"); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Preferred Shares or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the sum of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Preferred Shares then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Preferred Shares are convertible at the Conversion Price then in effectFloor Price, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesPreferred Shares set forth in the Certificate of Designations), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Preferred Shares and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Preferred Shares or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Preferred Shares then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Preferred Shares are convertible at the Alternate Conversion Price then in effectassuming an Alternate Conversion Date as of such applicable date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesPreferred Shares set forth in the Certificate of Designations), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Preferred Shares and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall commits to take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all of the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitAmount”). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company will promptly shall within 60 calendar days 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 an increase the number of authorized shares to meet the Company's ’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that stockholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company The Borrower shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of maintain a reserve --------------------- from its duly authorized shares of Common Stock to comply with its conversion obligations under the Notes and its exercise obligations under the Warrants. If on any date the Borrower would be, if notice of exercise or conversion were to be delivered on such date, precluded from issuing the number of Underlying Shares, as the case may be, issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion full of the Convertible DebenturesNotes or exercise in full under the Warrants due to the unavailability of a sufficient number of authorized but unissued or reserved shares of Common Stock, including then the Floor Price) (Board of Directors of the “Required Reserve Amount”); provided that at no time Borrower shall promptly prepare and mail to the shareholders of the Borrower proxy materials or other applicable materials requesting authorization to amend the Borrower's articles of incorporation or other organizational document to increase the number of shares of Common Stock reserved pursuant which the Borrower is authorized to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of issue so as to provide enough shares of Common Stock authorized and reserved for issuance is not sufficient to meet of the Required Reserved AmountUnderlying Shares. In connection therewith, the Company will Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly take all corporate action necessary and duly obtain shareholder approval to authorize carry out such resolutions (and reserve a sufficient number of shares, including, without limitation, calling hold a special meeting of stockholders the shareholders as soon as practicable, but in any event not later than the 60th day after delivery of the proxy or other applicable materials relating to authorize additional shares to meet the Company's obligations pursuant such meeting) and (c) within five Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Transaction Documents, in the case Borrower's articles of an insufficient number of authorized shares, and obtain stockholder approval of an increase in incorporation or other organizational document to evidence such authorized number of shares, and voting the management shares of the 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 Required Reserved Amountincrease.

Reservation of Shares. So long as any of the Warrants remain outstanding, the Company shall have reserved from its duly authorized capital stock, and shall have instructed its transfer agent to irrevocably reserve, the aggregate number of Warrant Shares issuable upon conversion of all Warrants, and so long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorizedreserved from its duly authorized capital stock, and reserved for the purpose of issuanceshall have instructed its transfer agent to irrevocably reserve, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the such Convertible Debentures are convertible at the Conversion Floor Price then in effect, (as defined therein) and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor PriceDebentures set forth therein) (collectively, the “Required Reserve Reserved Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance to be issued is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that stockholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the sum of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise in full of all the Convertible Debentures then outstanding Warrants (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(j) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Preferred Shares or Warrants remain outstanding, the Company PubCo shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300150% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Preferred Shares then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion of the Convertible DebenturesPreferred Shares set forth in the PubCo Certificate of Designations), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided Amount”); provided, that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g11(a) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Preferred Shares and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company PubCo 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 CompanyPubCo's obligations pursuant to the Transaction Exchange Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting use its reasonable best efforts to cause the holders of the management shares of the Company PubCo to vote in favor of an increase in the authorized shares of the Company PubCo to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount.

Reservation of Shares. So long as any portion of any of the Convertible Debentures remain Warrants remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the sum of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise in full of all the Convertible Debentures then outstanding Warrants (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock ADSs and corresponding Ordinary Shares issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock ADSs reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock ADSs or Ordinary Shares authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that stockholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take without taking into account any limitations on the conversion exercise of the Convertible DebenturesWarrants set forth therein, including but assuming for purposes hereof that all Additional Warrants issuable hereunder at the Floor PriceAdditional Closing shall have been issued on the Initial Closing Date) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(k) be reduced other than proportionally in connection with any conversion exercise and/or redemption, or reverse stock splitas applicable, of Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300150% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (xi) the Convertible Debentures Notes are convertible at the Alternate Conversion Event of Default Price then as of the applicable time of determination, (ii) interest on the Notes shall accrue through the second anniversary of the Closing Date and will be converted in effect, shares of Common Stock at a conversion price equal to the Alternate Conversion Event of Default Price assuming an Alternate Conversion Date as of the applicable time of determination and (yiii) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes (collectively, including the Floor Price) (the “Required Reserve Amount”); Amount”)); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effectoutstanding, and (yii) any such conversion shall not take into account 200% of the maximum number of Shares issuable upon exercise of all the s then outstanding, as subject to adjustments as outlined in the s (without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor Prices set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(b) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock split. as applicable of Notes and s. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants or Warrant Preferred Shares remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Warrant Preferred Shares then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Warrants have been exercised in full, (y) the Warrant Preferred Shares are convertible at a conversion price equal to the Alternate Conversion Price then in effectPrice, and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesWarrant Preferred Shares set forth in the Certificate of Designations), including (ii) 100% of the Floor Price) maximum number of Warrant Preferred Shares initially issuable upon exercise of the Warrants (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(n) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Preferred Shares and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300150% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock Shares reserved pursuant to this Section 4(g4(n) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock Shares authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(n) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300the sum of (i) 100% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Alternate Conversion Price then in effect, (y) interest on the Notes shall accrue through the forty-five month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price then in effect and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300the sum of (i) 100% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the initial Conversion Price), (y) interest on the Notes shall accrue through the twentieth (20th) month anniversary of the Closing Date and will be converted in shares of Common Stock at the initial Conversion Price then in effect, and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); Amount”). provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstandingBuyer owns any Securities, the Company shall take all action necessary to at all times after the Shareholder Approval (as defined below) have authorized, and reserved and maintained for the purpose of issuance, no less than 300130% of the maximum sum of the number of shares of Common Stock Shares issuable (A) upon conversion of all the Convertible Debentures Notes, (B) upon exercise of the Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Convertible DebenturesNotes or exercise of the Warrants set forth in the Notes and Warrants, including the Floor Pricerespectively) and (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved C) as Interest Shares pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitthe terms of the Notes. If at any time the number of shares of Common Stock Shares authorized and reserved and maintained for issuance is not sufficient to meet the Required Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve and maintain for issuance 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 pursuant to the Transaction Documentsunder Section 3(c), in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); Amount (as defined in the Notes); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(n) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, as applicable of Notes. Notwithstanding anything herein to the contrary, the reserve established pursuant to this Section 4(n) may be released upon either (i) mutual written consent of the Company and the Buyer, or reverse stock split(ii), in the event that no Notes are then outstanding and the Additional Optional Closing Expiration Date has expired, upon ten (10) Business Days’ notice to the Buyer. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount. Further, in the event that the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Buyer may provide notice to the Company of such event, and the Company will within one (1) Business Day of receipt of such notice provide instruction to the Transfer Agent to increase the number of shares of Common Stock reserved for issuance to meet the Required Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(j) be reduced other than proportionally in connection with any conversion exercise and/or redemption, or reverse stock splitas applicable, of Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Series B Preferred Shares remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300150% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Series B Preferred Shares then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Series B Preferred Shares are convertible at the Alternate Conversion Price then in effect, and (y) any assuming an Alternate Conversion Date as of such conversion shall not take into account any limitations on the conversion applicable date of the Convertible Debentures, including the Floor Pricedetermination) (the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g‎4(l) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitas applicable of Series B Preferred Shares. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock Shares issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Market Conversion Price (as defined therein) then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures), including and 100% of the Floor Price) Warrant Shares (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock Shares reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock Shares authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that stockholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Alternate Conversion Price then assuming an Alternate Conversion Date as of the applicable date of determination, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in effect, shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable date of determination and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including the Floor Price) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitas applicable of Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock Ordinary Shares issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Alternate Conversion Price then assuming an Alternate Conversion Date as of the applicable date of determination, (y) interest on the Notes shall accrue through July 31, 2021 and will be converted in effect, Ordinary Shares at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable date of determination and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including the Floor Price) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock Ordinary Shares reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitas applicable of Notes. If at any time the number of shares of Common Stock Ordinary Shares authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures New Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock New Warrant Shares issuable upon conversion exercise of all the Convertible Debentures New Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceNew Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock Shares reserved pursuant to this Section 4(gclause (i) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of New Warrants. If at any time the number of shares of Common Stock Shares authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 shareholder to authorize additional shares to meet the Company's ’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any Subject to the filing of the Convertible Debentures remain outstandingCertificate of Amendment, the Company shall take all action necessary to at all times have authorized, reserve out of its authorized and reserved for the purpose of issuance, no less than 300% of the maximum unissued Common Stock a number of shares of Common Stock equal to the numbers of shares issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, Preferred Shares and (y) any such conversion shall not take into account any limitations on the conversion exercise of the Convertible Debentures, including the Floor Price) Warrants (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(gAmount”) be reduced other than proportionally in connection with for issuance upon any such conversion and/or redemption, or reverse stock splitexercise. If at any time while the Preferred Shares or Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount, then the Company shall use its best efforts to increase the Company’s authorized and reserved for issuance is not shares of Common Stock to an amount sufficient to meet allow the Company to reserve the Required Reserved Amount, Reserve Amount for the Preferred Shares and Warrants then outstanding. It is acknowledged by each Purchaser that (i) the Company will promptly take all corporate action necessary to authorize and reserve not have a sufficient number of sharesauthorized and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount as of the Closing Date and (ii) the Company will be required to obtain a vote of its stockholders holding a majority of its outstanding Common Stock to approve the Certificate of Amendment. It is hereby agreed to by each Purchaser that in connection with such stockholder approval, including, without limitation, calling a special meeting each such Purchaser shall (i) take all reasonable actions and use its best efforts to approve the Certificate of stockholders to authorize additional shares to meet the Company's obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized sharesAmendment, and obtain stockholder approval (ii) cause all shares owned by such Purchaser, including shares owned by such Purchaser’s affiliates, representatives and family members, to be voted in favor of an increase in such authorized number the Certificate of shares, and voting Amendment (whether by written consent of the management shares stockholders of the Company in favor of an increase in the authorized shares or at a meeting of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserved AmountCompany’s stockholders).

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Alternate Conversion Price then assuming an Alternate Conversion Date as of the applicable date of determination, (y) interest on the Notes shall accrue through the Maturity Date and will be converted in effect, shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable date of determination and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including the Floor Price) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the sum of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Price then in effectFloor Price, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the sum of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary (including calling a special meeting of stockholders) to at all times have authorized, and reserved for the purpose of issuanceissuance pursuant to the terms of the Notes, no less than 300% (x) 3,384,011 shares of Common Stock, less (y) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion theretofore issued as payment of the Convertible DebenturesOrigination Fee or as Conversion Shares (as adjusted for stock splits, including the Floor Price) (stock dividends, stock combinations, recapitalizations and similar events, the “Required Reserve Amount”); provided Amount”); provided, that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(k) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of the Note. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of (i) the maximum number of shares of Common Stock Ordinary Shares issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Alternate Conversion Price then assuming an Alternate Conversion Date as of the applicable date of determination, (y) interest on the Notes shall accrue through October 2, 2020 and will be converted in effect, Ordinary Shares at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable date of determination and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock Ordinary Shares reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock Ordinary Shares authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock Ordinary Shares issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Floor Price (as defined in the Convertible Notes) then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor PriceNotes) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock Ordinary Shares reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock Ordinary Shares authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that shareholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding 50,000,000 Conversion Shares and Warrant Shares in addition to Securities previously reserved (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(n) be reduced other than (i) proportionally in connection with any conversion conversion, exercise and/or redemption, as applicable of Notes and Warrants and (ii) upon conversion of any Note or reverse stock splitexercise of any Warrants, the number of reserved shares shall be reduced by five times the number of Conversion Shares issued or one times the number of Warrant Shares issued. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstandingBuyer owns any Securities, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300150% of the maximum sum of (i) the number of shares of Common Stock issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take without taking into account any limitations on the conversion exercise of the Convertible Debentures, including Warrants set forth in the Floor PriceWarrants) and (ii) the number of Adjustment Shares then issuable pursuant to the terms of this Agreement (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitAmount”). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documentsunder Section 3(c), in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% two hundred percent (200%) of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (xi) interest on the Convertible Debentures are convertible Notes shall accrue through the first anniversary of the Closing Date and will be converted in shares of Common Stock at the Conversion Price then in effectPrice, and (yii) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes (collectively, including the Floor Price) (the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitas applicable of Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than the sum of (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Alternate Conversion Price then in effectassuming an Alternate Conversion Date as of such applicable date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300500% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, effect and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that provided, that, at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company will promptly take shall within thirty (30) calendar days commence the taking of 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 an increase the number of authorized shares to meet the Company's ’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that stockholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount; provided that such authorized increase in reserve of a sufficient number of shares and increase in the number of authorized shares shall occur no later than 90 calendar days from the commencement of such corporate action.

Reservation of Shares. So long as any of the Convertible Debentures remain New Note remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding Conversion Shares (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor PriceNew Note as set forth therein) (the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(j) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitredemption of the New Note. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any The Company represents that it has at least 500,000,000 authorized shares and covenants that it will initially reserve (the “INITIAL SHARE RESERVATION”) from its authorized and unissued Common Stock a number of shares of Common Stock equal to at least 100% of the Convertible Debentures remain outstandingWarrant Shares, to provide for the issuance of Common Stock upon the exercise of the Warrants. The Company further covenants that, beginning on the date hereof, and continuing throughout the period the conversion right exists, the Company shall take all action necessary to at all times have authorized, and reserved (the “ONGOING SHARE RESERVATION REQUIREMENT”) for the purpose of issuance, no less than 300% of the maximum a sufficient number of shares of Common Stock issuable upon conversion to provide for the full exercise of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) Warrants and issuance of the Convertible Debentures are convertible at the Conversion Price then Warrant Shares in effect, and (y) any such conversion connection therewith. The Company shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall reduce the number of shares of Common Stock reserved for issuance upon exercise of or otherwise pursuant to this Section 4(g) be reduced other the Warrants without the consent of Holder. The Company shall use its best efforts at all times to maintain the number of shares of Common Stock so reserved for issuance at no less than proportionally in connection with any conversion and/or redemption, or reverse stock split100% of the number that is then actually issuable upon full exercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient below the number of Warrant Shares issued or issuable upon exercise of or otherwise pursuant to meet the Required Reserved AmountWarrants, 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 pursuant to the Transaction Documentsunder this Section 6(b), in the case of an insufficient number of authorized shares, and using its best efforts to obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to covenants that it will at all times have authorized, reserve and reserved keep available out of its authorized and unissued Common Stock solely for the purpose of issuanceissuance upon conversion of Series D-1 Preferred Stock, no as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the rights of the holders of the Series A-1 and Series A-2 Preferred Stock and any corresponding rights that may be granted to the holders of the Series C Preferred Stock, and the rights of the holders of the Series D-1 Preferred Stock pursuant to this clause, not less than 300% of the maximum such number of shares of Common Stock as shall be issuable upon the conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof shares of Series D-1 Preferred Stock; provided, that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion enforcement of the Convertible Debentures, including covenant to reserve shares shall be subject to such grace period as is reflected in the Floor Price) (the “Required Reserve Amount”); provided Merger Agreement. The Company covenants that at no time shall the number of all shares of Common Stock reserved pursuant to this Section 4(g) that shall be reduced other than proportionally in connection with any conversion and/or redemptionso issuable shall, or reverse stock splitupon issue, be duly and validly authorized, issued and fully paid, nonassessable and freely tradeable. If at any time the number of authorized but unissued shares of Common Stock authorized and reserved for issuance is shall not be sufficient to meet effect the Required Reserved Amountconversion of all then outstanding shares of Series D-1 Preferred Stock, in addition to such other remedies as shall be available to the holders of such Series D-1 Preferred Stock the Company will promptly take all such corporate action necessary to authorize and reserve a sufficient increase its authorized but unissued shares of Common Stock to such number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company's obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in as shall be sufficient for such authorized number of shares, and voting the management shares of the 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 Required Reserved Amountpurposes.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(n) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitexercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum a number of shares of Common Stock issuable upon conversion equal to the sum of all the Convertible Debentures then outstanding (assuming for purposes hereof that (xi) the Convertible Debentures are convertible at number of shares of Common Stock necessary to satisfy the Conversion Price then in effect, Company’s obligations under Section 10(D)(v) of the Notes and (yii) any such conversion shall not take into account any limitations on twenty million (20,000,000) shares of Common Stock to satisfy the conversion Company’s obligation to issue shares of Common Stock under the Convertible DebenturesWarrants (collectively, including the Floor Price) (the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(j) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction or proportionally in connection with any conversion and/or redemption, as applicable, of the Notes, or reverse stock splitthe exercise of the Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Debenture remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300150% of the maximum number of shares of Common Stock Shares issuable upon conversion of all the Convertible Debentures Debenture then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Debenture are convertible at the Standard Conversion Price then in effectPrice, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including Debenture set forth in the Floor PriceDebenture) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock Shares reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion and/or redemption, as applicable, of Debenture or any reverse stock split. If at any time the number of shares of Common Stock Shares authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve Amount, the Company will use commercially reasonable efforts to, as promptly as reasonably practicable, 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 pursuant to the Transaction DocumentsDocuments or to approve a reserve stock split, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of sharesshares or a reverse stock split, and voting the management causing its directors and executive officers to vote their respective shares of the Company in favor of an increase in the authorized shares of the Company or a reverse stock split to ensure that the number of authorized shares is sufficient to meet the Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to at all times have authorizedreserve and keep available out of its authorized but unissued shares of Common Stock, free from all taxes, liens and reserved charges with respect to the issue thereof and not be subject to preemptive rights or other similar rights of stockholders of the Company, solely for the purpose of issuance, no less than 300% effecting the exercise of the maximum Warrants, such number of its shares of Common Stock as shall from time to time be sufficient to effect the exercise thereof, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of the Warrants, in addition to such other remedies as shall be available to the Holder, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase the number of authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including without limitation, using its best efforts to obtain the requisite stockholder approval necessary to increase the number of authorized shares of the Company’s Common Stock. All shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion exercise of the Convertible DebenturesWarrants shall be duly authorized and, including the Floor Price) (the “Required Reserve Amount”); provided that at no time when issued upon exercise, shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documentsvalidly issued and, in the case of an insufficient number of authorized shares, fully paid and obtain stockholder approval of an increase in such authorized number of sharesnonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and voting that upon issuance such shares shall be listed on each securities exchange, if any, on which the management other shares of outstanding Common Stock of the Company in favor of an increase in the authorized shares of the Company are then listed. Redeemable Common Stock Purchase Warrant Page 9 Issued by Digital Power Corporation to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount.____________________

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300the lesser of 100% of the maximum number of shares of Common Stock ADSs issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock ADSs reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock ADSs authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that stockholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Price then in effect, effect and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to at all times have authorized, authorized and reserved for the purpose of issuance, no less than 300% of the maximum issuance a sufficient number of shares of Common Stock issuable upon conversion of all to provide for the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the full conversion of the Convertible DebenturesDebentures and issuance of the Conversion Shares in connection therewith and the full exercise of the Warrants and the issuance of the Warrant Shares in connection therewith, including subject to and as otherwise required by the Floor PriceDebentures and the Warrants, and for the issuance of shares of Common Stock pursuant to Section 4(e) (below. In that regard, a "sufficient number of shares" with respect to the “Required Reserve Amount”); provided that at no time Debentures shall be deemed to be equal to the number of shares of Common Stock required to be reserved for issuance by the Company pursuant to this Section 4(g) be reduced other than proportionally Article IV of the Debentures, including without limitation, any increase in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares so reserved that may be required in certain circumstances pursuant to such Article. The Company shall not reduce the number of Common Stock shares reserved for issuance upon conversion of the Debentures and the full exercise of the Warrants (except as a result of any such conversion or exercise) without the consent of the Purchasers. Following the Merger, CBS(Del) shall at all times have authorized and reserved for the purpose of issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of its common stock to provide for the Company in favor of an increase in the authorized shares full exercise of the Company to ensure that CBS Warrants and the number issuance of authorized shares is sufficient to meet the Required Reserved AmountCBS Shares in connection therewith.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of the maximum number of shares of Common Stock Conversion Shares issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effectoutstanding, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including Notes set forth in the Floor PriceNotes) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(k) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any Company will include proposals relating to the Approval of this Agreement, the issuance of the Convertible Debentures remain outstandingConversion Shares, and if necessary an increase in authorized common stock to fulfill its agreed obligations as soon as possible, and in any event by its next Annual Meeting of stockholders (“Approval”). Company, its board of directors, and each of its officers and directors will vote all common shares owned or controlled by them and all proxies given to them in favor of the proposal. Subject to obligations to holders of shares of the Company’s Series C Preferred Stock, Company shall take all action necessary to will at all times have authorized, and reserved maintain a reserve from its duly authorized Common Stock for issuance pursuant to the purpose Transaction Documents authorized shares of issuance, no less than 300% of Common Stock in an amount equal to the maximum number of shares of sufficient to immediately issue all Conversion Shares potentially issuable at such time, free from preemptive rights (the “Reserved Amount”). The Reserved Amount will, if necessary, be increased from time to time in accordance with the Company’s obligations hereunder. Company acknowledges that it will irrevocably instructed its transfer agent to issue the Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effectPreferred, and (y) any such conversion shall not take into account any limitations on the conversion agrees that its issuance of the Convertible Debentures, including Preferred will constitute full authority to its officers and agents issue the Floor Price) (necessary authorization and instructions for the “Required Reserve Amount”); provided that at no time shall the number issuance of shares of Common Stock reserved pursuant in accordance with the terms and conditions of the Preferred. Notwithstanding anything in this Agreement to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amountcontrary, the Company will promptly take Investor shall not be entitled to sell or convert any Preferred Shares unless the investor has paid 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 amounts owing under the Company's obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amountapplicable Note.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300the lesser of (a) 2,808,601 ADSs, representing 2,808,601 Class A ordinary shares, and (b) 100% of the maximum number of shares of Common Stock ADSs and Class A Ordinary Shares issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price (as defined therein) then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock Class A Ordinary Shares reserved pursuant to this Section 4(g4(e) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitshare split or sub-division. If at any time the number of shares of Common Stock Ordinary Shares authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitationlimitation and to the extent required by applicable law and/or under its memorandum and articles of association, calling a special meeting of stockholders shareholders to authorize additional shares to meet the Company's obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that shareholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g5(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account without regard to any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion exercise and/or redemption, or reverse stock splitas applicable of Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion set forth in Section 5(c) of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that stockholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300150% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Alternate Conversion Price (as defined in the Notes) then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as Notwithstanding anything in any agreement of the Convertible Debentures Issuer to the contrary, at any time any Tranche A Notes, Tranche B Notes, Tranche C Notes or Tranche D Notes remain outstandingoutstanding (and any New Notes, Additional Notes and/or New Exchange Notes then outstanding or then issuable in connection with a transaction in which such determination is being made) (collectively, the Company “Applicable Notes”), the Issuer shall take all action necessary use reasonable best efforts to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Applicable Notes then outstanding and any New Notes, Additional Notes and/or New Exchange Notes then issuable in connection with a transaction in which such determination is being made (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion of any Applicable Note shall not take into account any limitations on the conversion of the Convertible Debenturessuch Applicable Note set forth in such Applicable Note), including the Floor Price) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(k) be reduced other than proportionally in connection with any conversion conversion, exchange and/or redemption, or reverse stock splitas applicable of such Applicable Note. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve Amount, the Company Issuer 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 to authorize additional shares to meet the Company's Issuer’s obligations pursuant to the Transaction Documentsthis Agreement, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company Issuer in favor of an increase in the authorized shares of the Company Issuer to ensure that the number of authorized shares is sufficient to meet the Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300100% of the maximum number of shares of Common Stock Warrant Shares issuable upon conversion exercise of all the Convertible Debentures Warrants then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take without taking into account any limitations on the conversion exercise of the Convertible Debentures, including the Floor PriceWarrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(k) be reduced other than proportionally in connection with any conversion exercise and/or redemption, or reverse stock splitas applicable, of Warrants. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% the sum of (i) the maximum number of shares of Common Stock Shares issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Price then in effect$0.25, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including and (ii) the Floor Pricemaximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock Shares reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes and Warrants. If at any time the number of shares of Common Stock Shares authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain Debenture remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300500% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Debenture then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are Debenture is convertible at the Conversion Price then in effect, effect and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor PriceDebenture) (the “Required Reserve Amount”); provided that provided, that, at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company will promptly take shall within thirty (30) calendar days commence the taking of 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 an increase the number of authorized shares to meet the Company's ’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that stockholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount; provided that such authorized increase in reserve of a sufficient number of shares and increase in the number of authorized shares shall occur no later than 90 calendar days from the commencement of such corporate action.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to hereby agrees that at all times have there shall be reserved for issuance and delivery upon exercise of Series C Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series C Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and reserved for the purpose of issuancewhen issued upon such exercise, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effectshall be validly issued, fully paid and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitnon-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is the Company’s capital stock shall not be sufficient to meet permit exercise in full of the Required Reserved AmountSeries C Warrants, the Company will promptly take all such 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 pursuant to the Transaction Documentsas may, in the case opinion of an insufficient its counsel, be necessary to increase its authorized but unissued shares to such number of authorized sharesshares as shall be sufficient for such purposes. The Company agrees that its issuance of Series C Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series C Warrants. Without limiting the generality of the foregoing, and obtain stockholder approval the Company will not increase the stated or par value per share, if any, of an the Common Shares above the Exercise Price in effect immediately prior to such increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amountstated or par value.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300200% of the maximum number of shares of Common Stock Shares issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Price then in effect, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and will be converted in Common Shares at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable date of determination and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including the Floor Price) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock Shares reserved pursuant to this Section 4(g4(k) be reduced other than proportionally in connection with any conversion and/or redemption, as applicable of Notes or reverse stock splitsplits. If at any time the number of shares of Common Stock Shares authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock Ordinary Shares issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock Ordinary Shares reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock Ordinary Shares authorized and reserved for issuance is not sufficient to meet the Required 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval recommending that shareholders vote in favor of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300150% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Conversion Price (as defined in the Notes) then in effect, (y) dividends on the Notes shall accrue through the first anniversary of the Closing Date and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including Notes set forth in the Floor PriceNotes) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(l) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock splitas applicable of Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.

Reservation of Shares. So long as any of the Convertible Debentures Notes remain outstandingoutstanding (or, if later, at any time on or prior to the Additional Closing Expiration Date), the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Notes then outstanding (assuming for purposes hereof that (x) the Convertible Debentures Notes are convertible at the Alternate Conversion Price then in effect, (y) all Additional Notes issuable hereunder have been issued in full and (yz) any such conversion shall not take into account any limitations on the conversion of the Convertible DebenturesNotes set forth in the Notes), including the Floor Price) (collectively, the “Required Reserve Amount”); Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g4(m) be reduced other than proportionally in connection with any conversion conversion, exercise and/or redemption, or reverse stock splitas applicable of Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Reserve 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 pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Reserve Amount.

Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum a sufficient number of shares of Common Stock issuable upon to provide for the full conversion of all the Convertible Debentures then outstanding Preferred Shares and issuance of the Conversion Shares in connection therewith (assuming for purposes hereof that (x) the Convertible Debentures are convertible at based on the Conversion Price then of the Preferred Shares in effect, and (y) any such conversion effect from time to time). The Company shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time shall reduce the number of shares of Common Stock reserved pursuant for issuance upon conversion of the Preferred Shares without the consent of each Buyer, which consent will not be unreasonably withheld. The Company shall use its best efforts at all times to this Section 4(g) be reduced other maintain the number of shares of Common Stock so reserved for issuance at no less than proportionally 1.5 times the number that is then actually issuable upon full conversion of the Preferred Shares (based on the Conversion Price of the Preferred Shares in connection with any conversion and/or redemption, or reverse stock spliteffect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet below the Required Reserved Amountnumber of Conversion Shares issued and issuable upon conversion of the Preferred Shares, 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 pursuant to the Transaction Documentsshares, in the case of an insufficient number of authorized shares, and using its best efforts to obtain stockholder shareholder approval of an increase in such authorized number of shares, and voting the management shares of the 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 Required Reserved Amount.