Common use of Share Reserve Clause in Contracts

Share Reserve. So long as this Note or any Warrants (as defined in the Securities Purchase Agreement) remain outstanding, the Company shall at all times have no less than a number of authorized but unissued shares of Common Stock equal to (i) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent (100%) of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Holder) and (ii) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (x) one hundred percent (100%) of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Common Stock under the Warrants sold at the Initial Closing (as defined in the Securities Purchase Agreement), which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Holder) and (y) two hundred percent (200%) of a fraction, the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to the Securities Purchase Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price (the “Required Reserve Amount”); provided, that at no time shall the number of shares of Common Stock reserved pursuant to this Section 8(S) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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, 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 Reserve Amount.

Share Reserve. So long as this Note any of the Notes or any Warrants (as defined in the Securities Purchase Agreement) remain outstanding, the Company shall at all times have no less than a number of authorized but unissued shares of Class A Common Stock equal to (iI) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the HolderBuyers) and (ii) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (x) one hundred percent (100%) of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Common Stock under the Warrants sold at the Initial Closing (as defined in the Securities Purchase Agreement), which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Holder) and (y) two hundred percent (200%) of a fraction, fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to the Securities Purchase this Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price (collectively, the “Required Reserve Amount”); provided, provided that at no time shall the number of shares of Class A Common Stock reserved pursuant to this Section 8(S4(s) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants held by each holder thereof on the date of issuance of the Warrants (without regards to any limitations on exercise) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of the Warrants, pro rata based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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, 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 Reserve Amount.

Share Reserve. So long as As an additional condition to Holder’s agreement to enter into this Note or any Warrants (as defined in the Securities Purchase Agreement) remain outstanding, the Company agrees to initially reserve out of its authorized and unissued Common Stock for Conversions under this Agreement 1,000,000,000 shares of Common Stock for the benefit of Holder (the “Share Reserve”) on or before the date that is five (5) Trading Days from the date hereof. The Company shall at all times file a proxy no later than June 1, 2015. The Company covenants and agrees to hold the Company’s next shareholder meeting (the “Shareholder Meeting”) no later than 45 days after the SEC approves a Definitive Proxy allowing the Company to have no less than a Shareholder meeting to increase its current authorized shares of Common Stock. The Company covenants and agrees, within ten (10) Trading Days following the Shareholder Meeing, to increase the Share Reserve to an amount equal to the greater of (a) 2,000,000,000 shares of authorized and unissued Common Stock, or (b) a number of authorized but unissued shares of Common Stock equal to the then-current Forbearance Amount divided by the thirty (i) 30)-day trailing average volume weighted average price of the Common Stock. Finally, prior to the earlier Shareholder Meeting, any Conversion Shares issued to Holder may be issued from the Share Reserve (provided, however, that notwithstanding any other provision contained herein, the Company agrees that if the Share Reserve has not been increased as required in the immediately preceeding sentence before the Share Reserve is exhausted or depleted, such will be deemed a breach of October 2this Agreement). However, 2023 or following the Compliance DateShareholder Meeting, one hundred percent (100%) of the maximum number of shares of Common Stock as Company shall be necessary to satisfy the Company’s obligations require its transfer agent to issue shares of Common Stock under the Warrants, which shall be reserved for issuance upon the exercise pursuant hereto to Holder out of the Warrants (which such reservation shall be for Company’s authorized and unissued shares, and not the sole benefit of and exclusive availability for Share Reserve, to the Holder) and (ii) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (x) one hundred percent (100%) of the maximum number of extent shares of Common Stock as have been authorized, but not issued, and are not included in the Share Reserve. Following the Shareholder Meeting, the transfer agent shall be necessary to satisfy the Company’s obligations to only issue shares out of Common Stock under the Warrants sold at Share Reserve to the Initial Closing (as defined in the Securities Purchase Agreement), which shall be reserved extent there are no other authorized shares available for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the then only with Holder) and (y) two hundred percent (200%) of a fraction, the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to the Securities Purchase Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price (the “Required Reserve Amount”); provided, that at no time shall the number of shares of Common Stock reserved pursuant to this Section 8(S) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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, 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 Reserve Amountwritten consent.

Share Reserve. So long as this Note or any Warrants (as defined in of the Securities Purchase Agreement) Notes remain outstanding, the Company shall at all times have no less than a number of shares of authorized but unissued shares of Common Stock reserved for any issuance of Note Shares equal to (i) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent (100%) of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Holder) and (ii) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (x) one hundred percent (100%) of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Common Stock under the Warrants sold at the Initial Closing (as defined in the Securities Purchase Agreement), which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Holder) and (y) two hundred percent (200%) of a fraction, the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to the Securities Purchase Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity DateDate (as defined in the Notes), and the denominator of which shall be the Market Stock Payment Price (as defined in the Notes) (collectively, the “Required Reserve Amount”); provided, provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 8(S4(w) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the number of shares of Common Stock issuable upon conversion of the Notes held by each holder thereof on the date of issuance of the Notes (without regards to any limitations on conversion) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the number of shares of Common Stock issuable upon conversion of the Notes then held by such holders thereof (without regard to any limitations on conversion). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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, 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 Reserve Amount.

Share Reserve. So long as this Note or any Warrants (as defined in of the Securities Purchase Agreement) Exchange Notes remain outstanding, the Company shall at all times have no not less than a number of authorized but unissued shares of Common Stock equal to (i) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent million (100%100,000,000) of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Common Stock under the WarrantsStock, which shall not be exclusively reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Holder) and (ii) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (x) one hundred percent (100%) of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Common Stock under the Warrants sold at the Initial Closing (as defined in the Securities Purchase Agreement), which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Holder) and (y) two hundred percent (200%) of a fraction, the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to the Securities Purchase Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity DateExchange Notes (collectively, and the denominator of which shall be the Market Stock Price (the “Required Reserve Amount”); provided, that at no time shall the number of shares of Common Stock reserved pursuant to this Section 8(S4(s) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Exchange Notes based on the number of shares of Common Stock issuable pursuant to the Exchange Notes held by each holder thereof on the date of issuance of the Exchange Notes (without regards to any limitations on issuance of shares contained therein) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Exchange Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Common Stock reserved and allocated to any Person which ceases to hold any Exchange Notes shall be allocated to the remaining holders of the Exchange Notes, pro rata based on the number of shares of Common Stock issuable pursuant to the Exchange Notes then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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, 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 Reserve Amount.

Share Reserve. So long as As an additional condition to Holder's agreement to enter into this Note or any Warrants (as defined in the Securities Purchase Agreement) remain outstanding, the Company agrees to initially reserve out of its authorized and unissued Common Stock for Conversions under this Agreement 1,000,000,000 shares of Common Stock for the benefit of Holder (the "Share Reserve") on or before the date that is five (5) Trading Days from the date hereof. The Company shall at all times file a proxy no later than June 1, 2015. The Company covenants and agrees to hold the Company's next shareholder meeting (the "Shareholder Meeting") no later than 45 days after the SEC approves a Definitive Proxy allowing the Company to have no less than a Shareholder meeting to increase its current authorized shares of Common Stock. The Company covenants and agrees, within ten (10) Trading Days following the Shareholder Meeting, to increase the Share Reserve to an amount equal to the greater of (a) 2,000,000,000 shares of authorized and unissued Common Stock, or (b) a number of authorized but unissued shares of Common Stock equal to the then-current Forbearance Amount divided by the thirty (i) 30)-day trailing average volume weighted average price of the Common Stock. Finally, prior to the earlier Shareholder Meeting, any Conversion Shares issued to Holder may be issued from the Share Reserve (provided, however, that notwithstanding any other provision contained herein, the Company agrees that if the Share Reserve has not been increased as required in the immediately preceding sentence before the Share Reserve is exhausted or depleted, such will be deemed a breach of October 2this Agreement). However, 2023 or following the Compliance DateShareholder Meeting, one hundred percent (100%) of the maximum number of shares of Common Stock as Company shall be necessary to satisfy the Company’s obligations require its transfer agent to issue shares of Common Stock under the Warrants, which shall be reserved for issuance upon the exercise pursuant hereto to Holder out of the Warrants (which such reservation shall be for Company's authorized and unissued shares, and not the sole benefit of and exclusive availability for Share Reserve, to the Holder) and (ii) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (x) one hundred percent (100%) of the maximum number of extent shares of Common Stock as have been authorized, but not issued, and are not included in the Share Reserve. Following the Shareholder Meeting, the transfer agent shall be necessary to satisfy the Company’s obligations to only issue shares out of Common Stock under the Warrants sold at Share Reserve to the Initial Closing (as defined in the Securities Purchase Agreement), which shall be reserved extent there are no other authorized shares available for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the then only with Holder) and (y) two hundred percent (200%) of a fraction, the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to the Securities Purchase Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price (the “Required Reserve Amount”); provided, that at no time shall the number of shares of Common Stock reserved pursuant to this Section 8(S) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required 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, 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 Reserve Amount's written consent.