Variable Security Holders Uses in Company Covenants Clause

Company Covenants from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), dated as of March 13, 2017, is entered into by and between REAC Group, Inc., a Florida corporation (Company), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns (Investor).

Company Covenants. Until all of Companys obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (19) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (20) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink Current Information; (21) when issued, the Conversion Shares and the Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (22) trading in Companys Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Companys principal trading market; (23) Company will not transfer, assign, sell, pledge, hypothecate or otherwise alienate or encumber the Investor Note in any way without the prior written consent of Investor, which consent may be given or withheld in Investors sole and absolute discretion; (24) Company will not have at any given time any Variable Security Holders (as defined below), excluding Investor, without Investors prior written consent, which consent may be granted or withheld in Investors sole and absolute discretion; and (25) at Closing and on the first day of each calendar quarter for so long as the Note remains outstanding or on any other date during which the Note is outstanding, as may be requested by Investor, Company shall cause its Chief Executive Officer to provide to Investor a certificate in substantially the form attached hereto as Exhibit E (the Officers Certificate) certifying in his personal capacity and in his capacity as Chief Executive Officer of Company the number of Variable Security Holders of Company as of the date the applicable Officers Certificate is executed. For purposes hereof, the term Variable Security Holder means any holder of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition (each a Variable Security Issuance). For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Variable Security Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.

Company Covenants from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of October 31, 2016, is entered into by and between Agritek Holdings, Inc., a Delaware corporation ("Company"), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

Company Covenants. Until all of Company's obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink Current Information; (iii) when issued, the Conversion Shares and the Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (iv) trading in Company's Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company's principal trading market; (v) Company will not transfer, assign, sell, pledge, hypothecate or otherwise alienate or encumber the Investor Notes in any way without the prior written consent of Investor, which consent may be given or withheld in Investor's sole and absolute discretion; (vi) Company will not have at any given time more than two (2) Variable Security Holders (as defined below), excluding Investor, without Investor's prior written consent, which consent may be granted or withheld in Investor's sole and absolute discretion; (vii) at Closing and on the first day of each calendar quarter for so long as the Note remains outstanding or on any other date during which the Note is outstanding, as may be requested by Investor, Company shall cause its Chief Executive Officer to provide to Investor a certificate in substantially the form attached hereto as Exhibit E (the "Officer's Certificate") certifying in his personal capacity and in his capacity as Chief Executive Officer of Company the number of Variable Security Holders of Company (organization) values">Variable Security Holders of Company as of the date the applicable Officer's Certificate is executed; and (viii) if at any time the Common Stock trades below $0.0005, Company shall, as soon as practicable but in no event longer than sixty (60) days thereafter, reduce the par value of its Common Stock to $0.00001 or below. For purposes hereof, the term "Variable Security Holder" means any holder of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition (each a "Variable Security Issuance"). For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Variable Security Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.

Company Covenants from Note Purchase Agreement

This Note Purchase Agreement (this "Agreement"), dated as of November 14, 2016, is entered into by and between Omagine, Inc., a Delaware corporation ("Company"), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

Company Covenants. Until all of Company's obligations under all of the Transaction Documents are paid and performed in full or otherwise satisfied, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days thereafter, Company will timely file on the applicable deadline or applicable extension thereof all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii) when issued, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances other than any encumbrance or impediment that may be caused by or related to a restrictive legend appearing on any stock certificate representing Conversion Shares as a result of a 144 Event; (iv) trading in Company's Common Stock will not be suspended, halted, chilled, frozen, or otherwise cease on Company's principal trading market; (v) Company will not have at any given time after the Closing more than two (2) Variable Security Holders (as defined below), excluding Investor, without Investor's prior written consent, which consent may be granted or withheld in Investor's sole and absolute discretion; (vi) at Closing and on any other date during which the Note is outstanding, as may be requested in writing by Investor, Company shall cause its Chief Executive Officer to provide to Investor a certificate in substantially the form attached hereto as Exhibit B (the "Officer's Certificate") certifying in his capacity as Chief Executive Officer of Company the number of Variable Security Holders of Company (organization) values">Variable Security Holders of Company as of the date the applicable Officer's Certificate is executed; and (vii) if at any time the Common Stock trades below $0.005, Company shall, as soon as practicable but in no event longer than sixty (60) days thereafter, reduce the par value of its Common Stock to $0.00001 or below. For purposes hereof, the term "Variable Security Holder" means any holder of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition (each a "Variable Security Issuance"). For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Variable Security Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.

Company Covenants from Exchange Agreement

This Exchange Agreement (this "Agreement") is executed as of August 17, 2016 by and between GrowLife, Inc., a Delaware corporation (the "Company"), and Chicago Venture Partners, L.P., a Utah limited partnership, its successors and/or assigns ("Holder"). Capitalized terms not defined herein shall have the same meaning as set forth in the Initial Exchange Note (as defined below).

Company Covenants. Until all of the Company's obligations under all of the Exchange Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, the Company shall comply with the following covenants: (i) so long as Holder beneficially owns any of the Securities and for at least twenty (20) Trading Days thereafter, the Company shall timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act, and shall take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144 of the Securities Act, is publicly available, and shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink Current Information; (iii) when issued, the Conversion Shares shall be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (iv) trading in the Company's Common Stock shall not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on the Company's principal trading market; (v) the Company shall not at any given time have any Variable Security Holders (as defined below), excluding Holder and any existing rights granted prior to the date hereof, without Holder's prior written consent, which consent may be granted or withheld in Holder's sole and absolute discretion; (vi) at each Closing and on the first day of each calendar quarter for so long as any Exchange Note remains outstanding or on any other date during which any Exchange Note is outstanding, as may be requested by Holder, the Chief Executive Officer of the Company shall provide to Holder an Officer's Certificate certifying in his capacity as Chief Executive Officer of the Company the number of Variable Security Holders of the Company (organization) values">Variable Security Holders of the Company as of the date the applicable Officer's Certificate is executed; (vii) upon the purchase by Holder of each Subsequent Debenture, the Company will immediately exchange such Subsequent Debenture for a Subsequent Exchange Note that includes an Exchange Fee in the original outstanding balance in accordance with Section 1.3 above; and (viii) if at any time the Common Stock trades below $0.0005, the Company shall, as soon as practicable but in no event longer than sixty (60) days thereafter, reduce the par value of its Common Stock to $0.00001 or below. For purposes hereof, the term "Variable Security Holder" means any holder of any the Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition (each a "Variable Security Issuance"). For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Variable Security Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.

Company Covenants from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of May 25, 2016, is entered into by and between CV Sciences, Inc., a Delaware corporation ("Company"), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns ("Investor").

Company Covenants. Until all of Company's obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company shall comply with the following covenants: (i) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company shall timely file on the applicable deadline (or as timely extended in accordance with SEC rules and regulations applicable to reporting deadline extensions) all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and shall take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii) when issued, the Conversion Shares shall be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (iv) trading in Company's Common Stock shall not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company's principal trading market for a period of more than five (5) consecutive days; (v) Company shall not have at any given time any Variable Security Holders (as defined below), excluding Investor, without Investor's prior written consent, which consent may be granted or withheld in Investor's sole and absolute discretion; (vi) at Closing and on the first day of each calendar quarter for so long as the Note remains outstanding or on any other date during which the Note is outstanding, as may be requested by Investor, the Chief Executive Officer of Company shall provide to Investor a certificate in substantially the form attached hereto as Exhibit C (the "Officer's Certificate") certifying in his personal capacity and in his capacity as Chief Executive Officer of Company the number of Variable Security Holders of Company as of the date the applicable Officer's Certificate is executed, within five (5) days of such request; and (vii) if at any time the Common Stock trades below $0.0005, Company shall, as soon as practicable but in no event longer than sixty (60) days thereafter, reduce the par value of its Common Stock to $0.00001 or below. For purposes hereof, the term "Variable Security Holder" means any holder of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition (each a "Variable Security Issuance"). For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Variable Security Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.

Company Covenants from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of April 5, 2016, is entered into by and between Growlife, Inc., a Delaware corporation ("Company"), and Chicago Venture Partners, L.P., a Utah limited partnership, its successors and/or assigns ("Investor").

Company Covenants. Until all of Company's obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company shall comply with the following covenants: (i) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days thereafter, Company shall timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and shall take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink Current Information; (iii) when issued, the Conversion Shares shall be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (iv) trading in Company's Common Stock shall not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company's principal trading market; (v) Company shall not transfer, assign, sell, pledge, hypothecate or otherwise alienate or encumber the Secured Investor Notes in any way without the prior written consent of Investor, which consent may be given or withheld in Investor's sole and absolute discretion; (vi) Company shall not at any given time have any Variable Security Holders (as defined below), excluding Investor and any existing rights granted prior to the date hereof, without Investor's prior written consent, which consent may be granted or withheld in Investor's sole and absolute discretion; (vii) at Closing and on the first day of each calendar quarter for so long as the Note remains outstanding or on any other date during which the Note is outstanding, as may be requested by Investor, the Chief Executive Officer of Company shall provide to Investor a certificate in substantially the form attached hereto as Exhibit E (the "Officer's Certificate") certifying in his capacity as Chief Executive Officer of Company the number of Variable Security Holders of Company (organization) values">Variable Security Holders of Company as of the date the applicable Officer's Certificate is executed; (viii) if at any time the Common Stock trades below $0.0005, Company shall, as soon as practicable but in no event longer than sixty (60) days thereafter, reduce the par value of its Common Stock to $0.00001 or below; and (ix) Company shall file a Registration Statement on Form S-1 (the "Registration Statement") with the SEC within forty-five (45) days of the date hereof to register at least $3,000,000 in shares of Common Stock (calculated based on Market Price (as defined in the Note, except that the reference to "applicable Conversion" in such definition shall instead be a reference in this case to the registration described in this clause (ix)) as of the date of registration) for the benefit of Investor. For purposes hereof, the term "Variable Security Holder" means any holder of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition (each a "Variable Security Issuance"). For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Variable Security Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.

Company Covenants from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of January 5, 2016, is entered into by and between Avant Diagnostics, Inc., a Nevada corporation ("Company"), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

Company Covenants. Until all of Company's obligations under the Note are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company shall comply with the following covenants: (i) so long as Investor beneficially owns any of the Securities, Company shall timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and shall take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii) when issued, the Conversion Shares shall be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (iv) trading in Company's Common Stock shall not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company's principal trading market; (v) Company shall not have at any given time more than two (2) Variable Security Holders (as defined below), excluding Investor, without Investor's prior written consent, which consent may be granted or withheld in Investor's sole and absolute discretion; (vi) at Closing and on the first day of each calendar quarter for so long as the Note remains outstanding or on any other date during which the Note is outstanding, as may be requested by Investor, the Chief Executive Officer of Company shall provide to Investor a certificate in substantially the form attached hereto as Exhibit B (the "Officer's Certificate") certifying in his personal capacity and in his capacity as Chief Executive Officer of Company the number of Variable Security Holders of Company as of the date the applicable Officer's Certificate is executed; and (vii) Company shall not make any Variable Security Issuance (as defined below) that generates net cash proceeds to Company in an amount less than $100,000.00 (whether in a single transaction or a series of related transactions). For purposes hereof, the term "Variable Security Holder" means any holder of any Company securities that (i) have or may have conversions rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock; (ii) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or other trigger event or condition; or (iii) were issued or may be issued in the future in exchange for or in connection with any contract or instrument, whether convertible or not, where the number of shares of Common Stock issued or to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange (each a "Variable Security Issuance").

Company Covenants from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of October 16, 2015, is entered into by and between Hydrocarb Energy Corporation, a Nevada corporation ("Company"), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

Company Covenants. Until all of Company's obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company shall comply with the following covenants: (20) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company shall timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and shall take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (21) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (22) when issued, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (23) trading in Company's Common Stock shall not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company's principal trading market; (24) Company shall repay all outstanding Variable Securities (as defined below), other than the Note, within thirty (30) days of the Closing Date (the "Variable Securities Repayment"); (25) at all times after the earlier of the completion of the Variable Securities Repayment and the date that is thirty (30) days from the Closing Date, Company shall not have any Variable Security Holders (as defined below), excluding Investor, without Investor's prior written consent, which consent may be given or withheld in Investor's sole and absolute discretion; (26) at Closing and on the first day of each calendar quarter for so long as the Note remains outstanding or on any other date during which the Note is outstanding, as may be requested by Investor, the Chief Executive Officer of Company shall provide to Investor a certificate in substantially the form attached hereto as Exhibit C (the "Officer's Certificate") certifying in his personal capacity and in his capacity as Chief Executive Officer of Company the number of Variable Security Holders of Company (organization) values">Variable Security Holders of Company as of the date the applicable Officer's Certificate is executed; and (27) Company shall either repay the Senior Secured Loans (as defined in the Subordination Agreement) within six (6) months of the date hereof or obtain the Senior Lenders' (as defined in the Subordination Agreement) consent to repay the Note in cash at maturity. For purposes hereof, the term "Variable Security Holder" means any holder of any Company securities that are convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock) with a conversion price that varies with the market price of the Common Stock ("Variable Securities").