Common use of Listing of Common Stock Clause in Contracts

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Market, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares and Warrant Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds November 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date , 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every four months forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval is are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with each Closing, the applicable Closing (but not later than the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market until the later of (i) at least five years after the Final Closing Date, and (ii) for so long as the Warrants are outstanding, and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading MarketMarket at least until five years after the Final Closing Date and for so long as the Warrants are outstanding. In additionthe event the aforedescribed listing is not continuously maintained for five years after the Final Closing Date (a “Listing Default”), unless then in addition to any other rights the Trading Market Purchasers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the Company’s Common Stock applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is the OTC Bulletin Boardcured, the Company shall hold pay to each Purchaser an amount in cash, as partial liquidated damages and not as a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant penalty, equal to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 152% of the issued aggregate Subscription Amount and outstanding shares purchase price of Common Stock Warrant Shares held by such Purchaser on the applicable Closing Date day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that date such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalListing Default is cured. If the Company does not obtain Shareholder Approval at the first meetingfails to pay any liquidated damages pursuant to this Section in a timely manner, the Company shall call will pay interest thereon at a meeting every four months thereafter rate of 1.5% per month (pro-rated for partial months) to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingPurchaser.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall use best efforts to hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) or to seek written consent of shareholders at the earliest practical date after following the date Closing Date, but in no event later than 60 days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date Date, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies or written consents from its shareholders in connection therewith therewith, in the case of a proxy solicitation, in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its best efforts to obtain Shareholder Approval. If the Company does not obtain Shareholder Approval at on or prior to the first meeting60th day following the Closing Date, the Company shall undertake all steps under its control to call a special meeting every four months 45 days thereafter to seek Shareholder Approval until the earlier of the date that Shareholder Approval is obtained or the no Warrants are no longer remain outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after stockholders on or prior to the date that is sixty (60) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months seventy (70) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares and Warrant Shares (other than the Series 2 Warrant Shares, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Warrant Shares (other than the Series 2 Warrant Shares, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Warrant Shares (other than the Series 2 Warrant Shares, unless at such time Stockholder Approval has been obtained, and otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event), and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Warrant Shares (other than the Series 2 Warrant Shares, unless at such time Stockholder Approval has been obtained, and otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless The Company agrees to maintain the Trading Market eligibility of the Company’s Common Stock is for electronic transfer through the OTC Bulletin BoardDepository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for or such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders other established clearing corporation in connection therewith in the same manner as all other management proposals in with such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingelectronic transfer.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date December 9, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every four months thirty (30) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval is are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall use reasonable best efforts to hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date August 31, 2022 for the purpose of obtaining Shareholder Authorized Share Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalstatement. If the Company does not obtain Shareholder Authorized Share Approval at the first meeting, the Company shall call a meeting every four (4) months thereafter to seek Shareholder Authorized Share Approval until the earlier of the date Shareholder on which Authorized Share Approval is obtained or the Warrants are no longer outstandingoutstanding with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement.

Listing of Common Stock. The Company hereby agrees shall (a) not later than the 30th calendar day following the Closing Date prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) 150% the number of Underlying Shares as would be issuable upon a conversion of (and as payment of dividends in respect of) the full principal amount of the Notes, assuming such conversion occurred on the Closing Date, and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to use best efforts cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investor evidence of such listing, and the Company shall maintain the listing of the its Common Stock on such exchange or market for so long as the Securities is owned by the Investor. In addition, if at any time the number of shares of Common Stock issuable on conversion of all then outstanding principal amount of Notes, and/or upon exercise in full of the Warrant is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, to file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering at least a Trading number of shares equal to the sum of (x) 150% of the number of Underlying Shares as would then be issuable upon a conversion in full of the Notes, and (y) the number of Warrant Shares as would be issuable upon exercise in full of the Warrants. The Company warrants that it (i) has not received any notice, oral or written, affecting it's continued listing on the Nasdaq Small Cap Market, and as soon as reasonably practicable following (ii) is in full compliance with the applicable Closing (but not later than requirements for continued listing on the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Nasdaq Small Cap Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue no action, which would adversely impact its continued listing or the eligibility of the Company for such listing. The Company will comply with the listing and trading requirements of its Common Stock on a Trading the Nasdaq Small Cap Market (and of any then Principal Market) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does receives notification from Nasdaq or any other entity stating that the Company is not obtain Shareholder Approval at in compliance with the first meetinglisting qualifications of such Principal Market, the Company shall call a meeting every four months will immediately thereafter give written notice to seek Shareholder Approval until the earlier Investor and take all action necessary to bring the Company into compliance with all applicable listing standards of the date Shareholder Approval is obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the Stockholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares and Warrant Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds September [15% of the issued and outstanding shares of Common Stock on the applicable Closing Date ], 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every four months thirty (30) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval is are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Principal Market, and as soon as reasonably practicable following the applicable Closing (but not later than in any event prior to the earlier effective date of the Effective Date and the first anniversary of the applicable Closing DateRegistration Statement) to list all of the Shares and Warrant Investor Shares on such Trading the Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will include in such application all of the Shares and Warrant Investor Shares, and will take such other action as is necessary or desirable in the opinion of the Investor to cause all of the Shares and Warrant Shares Common Stock to be listed on such other Trading Principal Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Market. In additionPrincipal Market and shall provide Investor with copies of any correspondence to or from such Principal Market which questions or threatens delisting of the Common Stock, unless the Trading Market within three (3) Business Days of the Company’s Common Stock is 's receipt thereof, until the OTC Bulletin Board, Investor has disposed of all of its Registrable Securities. If at any time during the Company shall hold a special meeting term of shareholders (which may also be at the annual meeting of shareholders) at Convertible Debenture the earliest practical date after the date the aggregate number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on that were issued upon conversions of the applicable Convertible Debenture, exercise of the Warrants and the issuance of the $30,000 worth of Investor Shares exceeds 19.5% of the Company's issued and outstanding Common Stock as of the Closing Date Date, the Company shall call and convene a meeting or solicit the written consent of its stockholders within 90 days after the request of the Investor for the purpose of obtaining Shareholder Approvalseeking stockholder approval of the issuance of Common Stock upon conversion of the Convertible Debenture and exercise of the Warrants, with the a recommendation of the Company’s Board of Directors of the Company that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the Shareholder Approval prior to the Closing Date.

Listing of Common Stock. The At all times subsequent to the Closing Date, the Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a the Trading MarketMarket on which it is listed, and as soon as reasonably practicable following the applicable Closing (but not later than and shareholder and Principal Market approval, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company, shall apply to list all of the Conversion Shares on such Trading Market and Warrant promptly secure the listing of all of the Conversion Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Conversion Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Conversion Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market until five years after the Closing Date and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market until at least five years after the Closing Date. The Company will list the Conversion Shares (to the extent permissible under the Rules of the Principal Market) on the Principal Market immediately following the record date for shareholders eligible to vote on the approval to issue more than 19.99% of outstanding shares in accordance with the Rules of the Principal Market. In additionthe event the afore-described listing is not continuously maintained for five years after the date of such listing (a “Listing Default”), unless then in addition to any other rights the Trading Market Shareholders may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the Company’s Common Stock applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is the OTC Bulletin Boardcured, the Company shall hold pay to the Shareholders an amount in cash, as partial liquidated damages and not as a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant penalty, equal to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 152% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation Fair Market Value of the Company’s Board of Directors that Securities. then held by the Shareholders and on every thirtieth (30th) day (pro-rated for periods less than thirty days) thereafter until the date such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalListing Default is cured. If the Company does not obtain Shareholder Approval at the first meetingfails to pay any liquidated damages pursuant to this Section in a timely manner, the Company shall call will pay interest thereon at a meeting every four months thereafter rate of 1.5% per month (pro-rated for partial months) to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingShareholders.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. [In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after stockholders on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding.outstanding.]5

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Shares and Warrant Shares (other than the Series B Warrant Shares to the extent Corporate Reorganization or Stockholder Approval is required for issuance, in which case the Company covenants to do so immediately upon completion of the Corporate Reorganization or receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares (other than the Series B Warrant Shares to the extent a Corporate Reorganization or Stockholder Approval is required for issuance, in which case the Company covenants to do so immediately upon completion of the Corporate Reorganization or receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such Shares (other action as is necessary to cause all of than the Shares and Series B Warrant Shares to the extent completion of the Corporate Reorganization or Stockholder Approval is required for issuance, in which case the Company covenants to do so immediately upon completion of the Corporate Reorganization or receipt of Stockholder Approval and effectiveness of the Capital Event) to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless The Company agrees to maintain the Trading Market eligibility of the Company’s Common Stock is for electronic transfer through the OTC Bulletin BoardDepository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for or such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders other established clearing corporation in connection therewith in the same manner as all other management proposals in with such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingelectronic transfer.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Market, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The For as long as any Warrants are outstanding and exercisable, the Company hereby agrees to use best reasonable efforts to maintain the listing or quotation of the Common Stock on a the Trading Market on which it is currently listed on such Trading Market, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. For so long as the Company maintains a listing or quotation of the Common Stock on a Trading Market, the Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after stockholders on or prior to the date that is sixty (60) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months seventy (70) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Stock Purchase Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares and Warrant Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date December 31, 2022 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be is approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thirty (30) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use its best efforts to maintain the listing of the Common Stock on a Trading Principal Market, and as soon as reasonably practicable following the applicable Closing (but not later than to list the earlier of the Effective Date Exchange Shares and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading the Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will include in such application all of the Exchange Shares and the Warrant Shares, and will take such other action as is reasonably necessary to cause all of the Exchange Shares and Warrant Shares to be listed on such other Trading Principal Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Principal Market and shall provide Investors with copies of any correspondence to or from such Principal Market which questions or threatens delisting of the Common Stock, within three (3) Trading Market. In addition, unless the Trading Market Days of the Company’s Common Stock is 's receipt thereof, until the OTC Bulletin Board, the Investors have disposed of all of their Registrable Securities. The Company shall hold agrees to present a special meeting of shareholders (which may also be proposal for stockholder approval at the next annual meeting of shareholders) at stockholders to permit the earliest practical date after the date Company to issue a number of Exchange Shares and Warrant Shares which is in excess of 19.9% of the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the Company's issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder ApprovalDate, with the recommendation of the Company’s Board of Directors that such proposal be approved, and unless at the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor date of such proposalmeeting, less than two percent (2%) of the Exchangeable Preferred Stock remains issued and outstanding. If the Company does such proposal is not obtain Shareholder Approval at the first meetingpresented or not approved, the Company shall call a meeting every four months thereafter either (i) voluntarily de-list its Common Stock from any Principal Market which requires such approval or (ii) redeem any un-exchanged Exchangeable Preferred Stock tendered for exchange, pursuant to seek Shareholder Approval until the earlier Section 7 of the date Shareholder Approval is obtained or Certificate of Designations, if the Warrants are no longer outstandingexchange of such Exchangeable Preferred Stock would cause such 19.9% limitation to be exceeded, to the extent a conversion exceeds 19.9%.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agreesagrees that, if the Company applies shall apply to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is reasonably necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will shall take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the such Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date Closing Date, but in no event later than 60 days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date Date, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Series B Prefunded Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best commercially reasonable efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after stockholders on or prior to the date that is sixty (60) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months sixty (60) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders stockholders on or prior to the seventy-fifth (which may also be at 75th) calendar day following the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be is approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting within every four months forty-five (45) day period thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to use best efforts to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with including a proposal to allow the recommendation put right contained in Section 2(f) of the Company’s Board of Directors that such proposal Warrants to be exercised by the holders thereof, be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders statement. The Company shall vote their proxies in favor of use its reasonable best efforts to obtain such proposalShareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The If the Principal Market requires the Company hereby agrees to use best efforts file a listing application or an additional shares listing application for the Common Stock listed on such Principal Market (the date the Company becomes subject to such requirement is hereinafter referred to as the "Requirement Date"), the Company shall (a) not later than the fifth Business Day following the Requirement Date prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) two times the number of Underlying Shares as would be issuable upon a conversion in full of (and as payment of dividends in respect of) the shares of Preferred Stock, assuming such conversion occurred on the Closing Date, and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investors and the Placement Agent evidence of such listing, and the Company shall maintain the listing of the its Common Stock on a Trading such exchange or market for so long as the Registrable Securities, Preferred Stock and/or Warrants are owned by the Investors and/or Placement Agent. In addition, if at any time the number of shares of Common Stock issuable on conversion of all then outstanding shares of Preferred Stock, on account of accrued and unpaid dividends thereon and upon exercise in full of the Warrants is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, and to file an additional shares listing application with the Principal Market(and any such other national securities exchange, market or trading facility) covering at least a number of shares equal to the sum of (x) 200% of (A) the number of Underlying Shares as soon as reasonably practicable following the applicable Closing (but not later than the earlier would then be issuable upon a conversion in full of the Effective Date shares of Preferred Stock, and (B) the first anniversary number of Underlying Shares as would be issuable as payment of dividends on the Preferred Stock, and (y) the number of Warrant Shares as would be issuable upon exercise in full of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading MarketWarrants. The Company further agreeswarrants that it (i) has not received any notice, if oral or written, affecting its continued listing on the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant SharesNASD OTC Electronic Bulletin Board, and will take such other action as (ii) is necessary to cause all of in full compliance with the Shares and Warrant Shares to be listed requirements for continued listing on such other Trading Market as promptly as possiblethe NASD OTC Electronic Bulletin Board. The Company will take all no action reasonably necessary to continue which would impact its continued listing or the eligibility of the Company for such listing. The Company will comply with the listing and trading requirements of its Common Stock on a Trading Market the NASD OTC Electronic Bulletin Board (and of any then Principal Market) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, event the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes receives notification from Nasdaq or any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.controlling entity

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading Market on which it is currently listed or another Trading Market, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after stockholders on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-management appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months everything ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Warrants Series E-1 and Series E-2 are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. [In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after stockholders on or prior to the date that is one hundred and twenty (120) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding.outstanding.]4

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Underlying Shares on such Trading Market and Warrant promptly secure the listing of all of the Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds before December 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date , 2019 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four two months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are Preferred Stock is no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best all commercially reasonable efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Shares and Warrant Underlying Shares on such Trading Market and promptly secure the listing of all of the Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date hereof for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four six months after the first meeting for 2 additional meetings and a meeting every 12 months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are Preferred Stock is no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best commercially reasonable efforts to maintain the listing of the Common Stock on a the Trading Market, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the applicable Shares and Warrant Shares on such the Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary or desirable in the opinion of the Purchasers to cause all of the Shares and the Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Market. In additionSubsequent Equity Sales. From the date hereof until 45 days after the Effective Date, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, neither the Company nor any Subsidiary shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of issue additional shares of Common Stock issuable or Common Stock Equivalents. Notwithstanding anything to the contrary herein, this Section 4.12 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Company's securities pursuant to this Agreement on a fully exercised basis Agreement, or (ignoring for such purposes c) the exercise of or conversion of any conversion convertible securities, options or exercise limitations therein) exceeds 15% of the warrants issued and outstanding shares of Common Stock on the applicable Closing Date for date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalwhich is not to raise capital. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingCertain Trading Restrictions.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Principal Market, and as soon as reasonably practicable following the applicable Closing (but not later than to list the earlier of the Effective Date Conversion Shares and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading the Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will include in such application all of the Conversion Shares and the Warrant Shares, and will take such other action as is necessary or desirable in the opinion of the Investors to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Principal Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Principal Market and shall provide Investors with copies of any correspondence to or from such Principal Market which questions or threatens delisting of the Common Stock, within three (3) Trading Market. In addition, unless the Trading Market Days of the Company’s Common Stock is 's receipt thereof, until the OTC Bulletin Board, the Investors have disposed of all of their Registrable Securities. The Company shall hold agrees to present a special meeting of shareholders (which may also be proposal for stockholder approval at the next annual meeting of shareholders) at stockholders, which the earliest practical date after Company in good faith expects to be held no later than June 30, 2000, to permit the date Company to issue a number of Conversion Shares and Warrant Shares which is in excess of 19.9% of the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the Company's issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder ApprovalDate, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does such proposal is not obtain Shareholder Approval at the first meetingapproved, the Company shall call a meeting every four months thereafter either (i) voluntarily de-list its Common Stock from any Principal Market which requires such approval or (ii) redeem any un-exchangeable Exchangeable Preferred Stock pursuant to seek Shareholder Approval until the earlier Section 7 of the date Shareholder Approval is obtained or the Warrants are no longer outstandingCertificate of Designations, within five (5) Trading Days of such vote.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Principal Market, and as soon as reasonably practicable following the applicable Closing (but not later than to list the earlier of the Effective Date Exchange Shares and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading the Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will include in such application all of the Exchange Shares and the Warrant Shares, and will take such other action as is necessary or desirable in the opinion of the Investors to cause all of the Exchange Shares and Warrant Shares to be listed on such other Trading Principal Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Principal Market and shall provide Investors with copies of any correspondence to or from such Principal Market which questions or threatens delisting of the Common Stock, within three (3) Trading Market. In addition, unless the Trading Market Days of the Company’s Common Stock is 's receipt thereof, until the OTC Bulletin Board, the Investors have disposed of all of their Registrable Securities. The Company shall hold agrees to present a special meeting of shareholders (which may also be proposal for stockholder approval at the next annual meeting of shareholders) at stockholders to permit the earliest practical date after the date Company to issue a number of Exchange Shares and Warrant Shares which is in excess of 19.9% of the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the Company's issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder ApprovalDate, with the recommendation of the Company’s Board of Directors that such proposal be approved, and unless at the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor date of such proposalmeeting, less than two percent (2%) of the Exchangeable Preferred Stock remains issued and outstanding. If the Company does such proposal is not obtain Shareholder Approval at the first meetingapproved, the Company shall call a meeting every four months thereafter either (i) voluntarily de-list its Common Stock from any Principal Market which requires such approval or (ii) redeem any un-exchanged Exchangeable Preferred Stock pursuant to seek Shareholder Approval until the earlier Section 7 of the date Shareholder Approval is obtained or the Warrants are no longer outstandingCertificate of Designations, within five (5) Trading Days of such vote.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds fifteen percent (15% %) of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical practicable date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date hereof for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter two (2) times per year (which may include one annual meeting) to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the Commission and delivered to shareholders of the Company.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter use best efforts to seek Shareholder Approval as promptly as possible thereafter until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees shall (a) not later than the tenth Business Day following the Closing Date prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) two times the number of Underlying Shares as would be issuable upon a conversion in full of (and as payment of dividends in respect of) the Preferred Stock, assuming such conversion occurred on the Closing Date, and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to use best efforts cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investors evidence of such listing, and the Company shall maintain the listing of the its Common Stock on a Trading such exchange or market for so long as the Securities, Preferred Stock and/or Warrants are owned by the Investors. In addition, if at any time the number of shares of Common Stock issuable on conversion of all then outstanding shares of Preferred Stock, and upon exercise in full of the Warrants is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, to file an additional shares listing application with the Principal Market (and as soon as reasonably practicable following any such other national securities exchange, market or trading facility) covering at least a number of shares equal to the applicable Closing sum of (but not later than the earlier x) 200% of the Effective Date and the first anniversary number of Underlying Shares as would then be issuable upon conversion in full of the applicable Closing DatePreferred Stock, and (y) to list all the number of Warrant Shares as would be issuable upon exercise in full of the Shares and Warrant Shares on such Trading MarketWarrants. The Company further agreeswarrants that it (i) has not received any notice, if oral or written, affecting its continued listing on the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant SharesOTC Bulletin Board, and will take such other action as (ii) is necessary to cause all of in full compliance with the Shares and Warrant Shares to be listed requirements for continued listing on such other Trading Market as promptly as possiblethe OTC Bulletin Board. The Company will take all action reasonably necessary to continue no action, which would impact its continued listing or the eligibility of the Company for such listing unless it entails the Common Stock being listed immediately thereafter on another Principal Market with no break in trading. The Company will comply with the listing and trading requirements of its Common Stock on a Trading Market the OTC Bulletin Board (and of any then Principal Market) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Market. In additionPrincipal Market for so long as the Preferred Stock, unless the Trading Market Warrants and/or Securities are owned by any of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalInvestors. If the Company does receives notification from Nasdaq or any other controlling entity stating that the Company is not obtain Shareholder Approval at in compliance with the first meetinglisting qualifications of such Principal Market, the Company shall call a meeting every four months will immediately thereafter give written notice to seek Shareholder Approval until the earlier Investors and take all action necessary to bring the Company into compliance with all applicable listing standards of the date Shareholder Approval is obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to use best efforts to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the annual or special meeting to seek Shareholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees Interiors shall (a) not later than the 30th calendar day following the Closing Date prepare and file with the national securities exchange, market or trading facility on which the Common Stock is then listed, an additional shares listing application covering at least the sum of (i) 150% the number of Underlying Shares as would be issuable upon a conversion of (and as payment of dividends in respect of) the full principal amount of the Notes, assuming such conversion occurred on the Closing Date, and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to use best efforts cause such shares to be approved for listing on the national securities exchange, market or trading facility on which the Common Stock is then listed as soon as possible thereafter, and (c) provide to the Holder evidence of such listing, and Interiors shall maintain the listing of the Common Stock on such exchange or market for so long as the Notes, Warrants, Warrant Shares and/or Underlying Shares, is owned by the Holder. In addition, if at any time the number of shares of Common Stock issuable on conversion of all then outstanding principal amount of Notes, and/or upon exercise in full of the Warrant is greater than the number of shares of Common Stock theretofore listed with the national securities exchange, market or trading facility of the Common Stock, Interiors shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the national securities exchange, market or trading facility of the Common Stock, to file an additional shares listing application with the national securities exchange, market or trading facility of the Common Stock covering at least a Trading number of shares equal to the sum of (x) 150% of the number of Underlying Shares as would then be issuable upon a conversion in full of the Notes, and (y) the number of Warrant Shares as would be issuable upon exercise in full of the Warrants. Interiors warrants that it (i) has not received any notice, oral or written, affecting it's continued listing on the Nasdaq Small Cap Market, and as soon as reasonably practicable following (ii) is in full compliance with the applicable Closing (but not later than requirements for continued listing on the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Nasdaq Small Cap Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and Interiors will take no action, which would adversely impact its continued listing or the eligibility of Interiors for such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possiblelisting. The Company Interiors will take all action reasonably necessary to continue comply with the listing and trading requirements of its Common Stock on a Trading the Nasdaq Small Cap Market (and of any then national securities exchange, market or trading facility of the Common Stock) and will comply in all respects with the Company’s Interior's reporting, filing and other obligations under the bylaws or rules of the Trading Market. In additionnational securities exchange, unless the Trading Market market or trading facility of the Company’s Common Stock Stock. If Interiors receives notification from Nasdaq or any other entity stating that Interiors is not in compliance with the OTC Bulletin Boardlisting qualifications of such Principal Market, Interiors will immediately thereafter give written notice to the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant Holder and take all action necessary to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% bring Interiors into compliance with all applicable listing standards of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approvalnational securities exchange, with the recommendation market or trading facility of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingCommon Stock.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing of the Common Stock on a Trading Market, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully converted or exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares and Warrant Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date December 4, 2023 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be is approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting within every four months forty-five (45) day period thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees shall (a) not later than ----------------------- the tenth Business Day following the Closing Date prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) two times the number of Underlying Shares as would be issuable upon a conversion in full of (and as payment of dividends in respect of) the Preferred Stock, assuming such conversion occurred on the Closing Date, and (ii) the Warrant Shares issuable upon exercise in full of the Warrant, (b) take all steps necessary to use best efforts cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investor evidence of such listing, and the Company shall maintain the listing of the its Common Stock on such exchange or market for so long as the Registrable Securities, Preferred Stock and/or Warrant is owned by the Investor. In addition, if at any time the number of shares of Common Stock issuable on conversion of all then outstanding shares of Preferred Stock, on account of accrued and unpaid dividends thereon and upon exercise in full of the Warrant is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, to file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering at least a Trading number of shares equal to the sum of (x) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the Preferred Stock, and (y) the number of Warrant Shares as would be issuable upon exercise in full of the Warrant. The Company warrants that it (i) has not received any notice, oral or written, affecting its continued listing on the NASDAQ Small Cap Market, and as soon as reasonably practicable following (ii) is in full compliance with the applicable Closing (but not later than requirements for continued listing on the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading NASDAQ Small Cap Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue no action, which would impact its continued listing or the eligibility of the Company for such listing. The Company will comply with the listing and trading requirements of its Common Stock on a Trading the NASDAQ Small Cap Market (and of any then Principal Market) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does receives notification from NASDAQ or any other controlling entity stating that the Company is not obtain Shareholder Approval at in compliance with the first meetinglisting qualifications of such Principal Market, the Company shall call a meeting every four months will immediately thereafter give written notice to seek Shareholder Approval until the earlier Investor and take all action necessary to bring the Company into compliance with all applicable listing standards of the date Shareholder Approval is obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical practicable date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds hereof, but in no event later than September 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date , 2022 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four (4) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to September 15, 2022, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the SEC and delivered to shareholders of the Company.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Principal Market, and as soon as reasonably practicable following the applicable Closing (but not later than to list the earlier of the Effective Date Conversion Shares and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading the Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will include in such application all of the Conversion Shares and the Warrant Shares, and will take such other action as is necessary or desirable in the opinion of the Investor to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Principal Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Principal Market and shall provide Investor with copies of any correspondence to or from such Principal Market which questions or threatens delisting of the Common Stock, within three (3) Trading Market. In addition, unless the Trading Market Days of the Company’s Common Stock is 's receipt thereof, until the OTC Bulletin BoardInvestor has disposed of all of its Registrable Securities. In the event that the issuance of Conversion Shares, when added to the number of Conversion Shares previously issued by the Company shall hold a special meeting and the Warrant Shares issued upon exercise of shareholders (which may also be at the annual meeting Warrants, will exceed 19.9% of shareholders) at the earliest practical date after the date the number of shares of the Company's Common Stock issuable pursuant which were issued and outstanding on the Closing Date, the Company will present a proposal for stockholder approval at the next annual meeting of stockholders to this Agreement on permit the Company to issue a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15number of Conversion Shares and Warrant Shares in excess of 19.9% of the number of the Company's issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder ApprovalDate, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does such proposal is not obtain Shareholder Approval at the first meetingapproved, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until (i) purchase the earlier unexercisable portion of the Warrants for cash at a price per share equal to the difference between the Market Price on the date Shareholder Approval is obtained or of the Warrants are no longer outstandingstockholders' meeting and $3.025 and (ii) redeem any unconvertible Convertible Preferred Stock pursuant to Section 7 of the Certificate of Designations, within five (5) Trading Days of such vote.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after stockholders on or prior to the date that is seventy-five (75) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months eighty (80) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first such meeting, the Company shall call a stockholder meeting every four months each ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding. Each Purchaser covenants that if such Purchaser holds any Shares or Pre-Funded Warrant Shares as of the date of such meeting, such Purchaser shall not vote such Shares or Pre-Funded Warrant Shares on the proposal for Stockholder Approval at such meeting.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date [________], 2024 for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be is approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The For as long as any Warrants are outstanding and exercisable, the Company hereby agrees to use best reasonable efforts to maintain the listing or quotation of the Common Stock on a the Trading Market on which it is currently listed on such Trading Market, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. For so long as the Company maintains a listing or quotation of the Common Stock on a Trading Market, the Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after stockholders on or prior to the date that is sixty (60) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months sixty (60) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Stock Purchase Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall file a preliminary proxy statement to hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof, but in no event later fifteen (15) days after the number of shares of Common Stock issuable pursuant date hereof, and shall hold such special meeting (or annual meeting, as the case may be) as soon as possible thereafter, but in no event later than sixty (60) days after the date hereof (unless such requirement to this Agreement on a fully exercised basis (ignoring for hold such purposes any conversion or exercise limitations therein) exceeds 15meeting is waived by Purchasers which purchased at least 50.1% in interest of the issued and outstanding shares of Common Stock Shares based on the applicable Closing Date initial Subscription Amounts hereunder), for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to use best efforts to maintain provide for the listing conversion of the Common Stock on a Trading MarketSecurities from time to time as such Securities are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier if any, of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any upon conversion or exercise limitations therein) exceeds 15% of the issued Securities, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and outstanding legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock on which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the applicable Closing Date Company and free from all taxes, liens and charges with respect to the issue thereof. The Company covenants that if any shares of Common Stock to be provided for the purpose of obtaining Shareholder Approval, conversion of Securities hereunder require registration with the recommendation or approval of the Company’s Board of Directors that any governmental authority under any federal or state law before such proposal shares may be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meetingvalidly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. The Company further covenants that if at any time the Common Stock shall call a meeting every four months thereafter be listed on the Nasdaq National Market, the New York Stock Exchange or any other national securities exchange or automated quotation system the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the Securities; PROVIDED, HOWEVER, that if rules of such exchange or automated quotation system permit the Company to seek Shareholder Approval defer the listing of such Common Stock until the earlier first conversion of the date Shareholder Approval is obtained Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issuable upon conversion of the Securities in accordance with the requirements of such exchange or the Warrants are no longer outstandingautomated quotation system at such time.

Listing of Common Stock. The Company hereby agrees to use best commercially reasonable efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the Stockholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading Market, and provided however, as soon as reasonably practicable following after the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Shares and Warrant Class A Common Stock, including the Shares on such Trading Marketthe Nasdaq and promptly secure the listing of all of the Class A Common Stock including the Shares on the Nasdaq. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Class A Common Stock on a Trading Market the OTCMarkets OTCQB until the Company’s Class A Common Stock is listed on Nasdaq and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market OTCMarkets OTCQB and upon listing of the Company’s Class A Common Stock is with the OTC Bulletin BoardNasdaq or such other Trading Market (other than the OTCMarkets OTCQB), the Company shall hold a special meeting will then take all action reasonably necessary to continue listing and trading of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of its Class A Common Stock on the applicable Closing Date for Nasdaq or such other Trading Market (other than the purpose of obtaining Shareholder Approval, OTCMarkets OTCQB) and will comply in all respects with the recommendation of the Company’s Board reporting, filing and other obligations under the bylaws or rules of Directors that the Nasdaq. or such proposal be approved, and other Trading Market (other than the OTCMarkets OTCQB). For so long as the Company shall solicit proxies from its shareholders in connection therewith in maintains a listing or quotation of the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meetingCommon Stock on a Trading Market, the Company shall call a meeting every four months thereafter agrees to seek Shareholder Approval until maintain the earlier eligibility of the date Shareholder Approval is obtained Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Warrants are no longer outstandingDepository Trust Company or such other established clearing corporation in connection with such electronic transfer.

Listing of Common Stock. The If required by the Principal Market, the Company hereby agrees shall (a) not later than the fifth Business Day following the date the Principal Market requires, prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) Initial Shares, Secondary Shares, Reset Shares, Additional Shares, and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to use best efforts cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investors evidence of such listing, and the Company shall maintain the listing of the its Common Stock on a Trading Marketsuch exchange or market. In addition, if at any time the number of shares of Common Stock issuable hereunder, and as soon as reasonably practicable following upon exercise in full of the applicable Closing (but not later Warrants is greater than the earlier number of shares of Common Stock theretofore listed with the Effective Date Principal Market (and any such other national securities exchange, market or trading facility), the first anniversary of Company shall promptly take such action (including the applicable Closing Dateactions described in the preceding sentence) to list all file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering such number of the Shares and Warrant Shares on such Trading Marketshares of Common Stock as would be necessary. The Company further agreesExcept as set forth in Schedule 6.3, if the Company applies to have (i) has not received any notice, oral or written, affecting its continued listing on the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant SharesOTC Bulletin Board, and will take such other action as (ii) is necessary to cause all of in full compliance with the Shares and Warrant Shares to be listed requirements for continued listing on such other Trading Market as promptly as possiblethe OTC Bulletin Board. The Company will take all no action reasonably necessary to continue which would impact its continued listing or eligibility of the Company for such listing (except as set forth in Section 6.11 below). The Company will comply with the listing and trading requirements of its Common Stock on a Trading Principal Market and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. In addition, unless the Trading event the Company receives notification from the Principal Market or any other controlling entity stating that the Company is not in compliance with the listing qualifications of the Company’s Common Stock is the OTC Bulletin Boardsuch Principal Market, the Company shall hold a special meeting of shareholders (which may also be at will take all action necessary to bring the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% Company within compliance with all applicable listing standards of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after but in no event later than 90 days following the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date Date, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Series B Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The For a period of twelve (12) months following the Closing, the Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. For a period of twelve (12) months following the Closing, the Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date May 24, 2021 for the purpose of obtaining Shareholder Authorized Share Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Authorized Share Approval at the first meeting, the Company shall call a meeting every four months seventy-five (75) days thereafter to seek Shareholder Authorized Share Approval until the earlier of the date Shareholder on which Authorized Share Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees shall (a) not later than the fifth Business Day following the First Tranche Closing Date prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) 1.5 times the number of Underlying Shares as would be issuable upon a conversion in full of (and as payment of dividends in respect of) the full principal amount of the Debentures, assuming such conversion occurred on the Subscription Date, and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to use best efforts cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investors evidence of such listing, and the Company shall maintain the listing of the its Common Stock on such exchange or market for so long as the Securities is owned by any of the Investors. In addition, if at any time the number of shares of Common Stock issuable on conversion of all then outstanding principal amount of Debentures, and/or upon exercise in full of the Warrant is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, to file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering at least a Trading number of shares equal to the sum of (x) 150% of the number of Underlying Shares as would then be issuable upon a conversion in full of the Debentures, and (y) the number of Warrant Shares as would be issuable upon exercise in full of the Warrants. The Company warrants that it (i) has not received any notice, oral or written, affecting it's continued listing on the Nasdaq National Market, and as soon as reasonably practicable following (ii) is in full compliance with the applicable Closing (but not later than requirements for continued listing on the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Nasdaq National Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue no action, which would impact its continued listing or the eligibility of the Company for such listing. The Company will comply with the listing and trading requirements of its Common Stock on a Trading the Nasdaq National Market (and of any then Principal Market) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does receives notification from Nasdaq or any other controlling entity stating that the Company is not obtain Shareholder Approval at in compliance with the first meetinglisting qualifications of such Principal Market, the Company shall call a meeting every four months will immediately thereafter give written notice to seek Shareholder Approval until the earlier Investors and take all action necessary to bring the Company into compliance with all applicable listing standards of the date Shareholder Approval is obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares and Warrant Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds September [15% of the issued and outstanding shares of Common Stock on the applicable Closing Date ], 2022 for the purpose of obtaining Shareholder Authorized Share Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Authorized Share Approval at the first meeting, the Company shall call a meeting every four months thirty (30) days thereafter to seek Shareholder Authorized Share Approval until the earlier of the date Shareholder on which Authorized Share Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date hereof, but in no event later than May 3, 2018 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after on or prior to the date that is sixty (60) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares and Warrant Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date November [__], 20234 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be is approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting within every four months forty-five (45) day period thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Warrants are no longer outstanding.. 4 60 days from closing

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date December 9, 2022 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be is approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thirty (30) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date before _______________ for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are Purchasers no longer outstandinghold any of the Shares.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Principal Market, and as soon as reasonably practicable following the applicable Closing (but not later than to list the earlier of the Effective Date Exchange Shares and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading the Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will include in such application all of the Common Stock, the Exchange Shares and the Warrant Shares, and will take such other action as is necessary or desirable in the opinion of the Investors to cause all of the Common Stock, the Exchange Shares and Warrant Shares to be listed on such other Trading Principal Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Principal Market and shall provide Investors with copies of any correspondence to or from such Principal Market which questions or threatens delisting of the Common Stock, within three (3) Trading Market. In addition, unless the Trading Market Days of the Company’s Common Stock is 's receipt thereof, until the OTC Bulletin Board, the Investors have disposed of all of their Registrable Securities. The Company shall hold agrees to present a special meeting of shareholders (which may also be proposal for stockholder approval at the next annual meeting of shareholders) at stockholders to permit the earliest practical date after the date Company to issue a number of Exchange Shares and Warrant Shares which is in excess of 19.9% of the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the Company's issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder ApprovalDate, with the recommendation of the Company’s Board of Directors that such proposal be approved, and unless at the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor date of such proposalmeeting, less than two percent (2%) of the Exchangeable Preferred Stock remains issued and outstanding. If the Company does such proposal is not obtain Shareholder Approval at the first meetingapproved, the Company shall call a meeting every four months thereafter either (i) voluntarily de-list its Common Stock from any Principal Market which requires such approval or (ii) redeem any un-exchanged Exchangeable Preferred Stock pursuant to seek Shareholder Approval until the earlier Section 7 of the date Shareholder Approval is obtained or the Warrants are no longer outstandingCertificate of Designations, within five (5) Trading Days of such vote.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed for a Trading Marketperiod of at least three (3) years, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall have applied to list or quote all of the Closing Shares, Option Shares and Warrant Shares (other than the Warrant Shares, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Warrant Shares (other than the Warrant Shares, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Warrant Shares (other than the Warrant Shares, unless at such time Stockholder Approval has been obtained, and otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event), and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Warrant Shares (other than the Warrant Shares, unless at such time Stockholder Approval has been obtained, and otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless The Company agrees to maintain the Trading Market eligibility of the Company’s Common Stock is for electronic transfer through the OTC Bulletin BoardDepository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for or such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders other established clearing corporation in connection therewith in the same manner as all other management proposals in with such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingelectronic transfer.

Listing of Common Stock. The Until the Purchasers no longer hold any Warrants, the Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Shares, Warrant Shares and Conversion Shares on such Trading Market and promptly secure the listing of all of the Shares, Warrant Shares and Conversion Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares, Warrant Shares and Warrant Conversion Shares, and will take such other action as is necessary to cause all of the Shares, Warrant Shares and Warrant Conversion Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after following the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date hereof, but in no event later than April 20, 2015, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall retain and use the services of a proxy solicitation firm to solicit proxies for the special meeting of shareholders (or annual meeting of shareholders) in connection with Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months 65 days thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date hereof for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The If the Principal Market requires ----------------------- the Company hereby agrees to use best efforts file a listing application or an additional shares listing application for the Common Stock listed on such Principal Market (the date the Company becomes subject to such requirement is hereinafter referred to as the "Requirement Date"), the Company shall (a) not later than the fifth Business Day following the Requirement Date prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) two times the number of Underlying Shares as would be issuable upon a conversion in full of (and as payment of dividends in respect of) the shares of Preferred Stock, assuming such conversion occurred on the Closing Date, and (ii)(x) the New Common Shares and (y) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investors evidence of such listing, and the Company shall maintain the listing of the its Common Stock on a Trading such exchange or market for so long as the Registrable Securities, the Preferred Stock, the New Common Shares and/or the Warrants are owned by the Investors. In addition, if at any time the number of (i) shares of Common Stock issuable on conversion of all then outstanding shares of Preferred Stock, on account of accrued and unpaid dividends thereon, (ii) shares of Common Stock issuable upon exercise in full of the Warrants and the number of New Common Shares issued on the Closing Date is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, to file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering at least a number of shares equal to the sum of (x) 200% of (A) the number of Underlying Shares as soon as reasonably practicable following the applicable Closing (but not later than the earlier would then be issuable upon a conversion in full of the Effective Date shares of Preferred Stock, and (B) the first anniversary number of Underlying Shares as would be issuable as payment of dividends on the Preferred Stock, (y) the number of Warrant Shares as would be issuable upon exercise in full of the applicable Warrants, and (z) the number of New Common Shares issued on the Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agreeswarrants that it (i) has not received any notice, if oral or written, affecting its continued listing on the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant SharesNASD OTC Electronic Bulletin Board, and will take such other action as (ii) is necessary to cause all of in full compliance with the Shares and Warrant Shares to be listed requirements for continued listing on such other Trading Market as promptly as possiblethe NASD OTC Electronic Bulletin Board. The Company will take all no action reasonably necessary to continue which would impact its continued listing or the eligibility of the Company for such listing. The Company will comply with the listing and trading requirements of its Common Stock on a Trading Market the NASD OTC Electronic Bulletin Board (and of any then Principal Market) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. In addition, unless the Trading Market event the Company receives notification from Nasdaq or any other controlling entity stating that the Company is not in compliance with the listing qualifications of the Company’s Common Stock is the OTC Bulletin Boardsuch Principal Market, the Company shall hold a special meeting of shareholders (which may also be at will immediately thereafter give written notice to each Investor and take all action necessary to bring the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% Company within compliance with all applicable listing standards of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date June 30, 2021 for the purpose of obtaining Shareholder Authorized Share Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Authorized Share Approval at the first meeting, the Company shall call a meeting every four months seventy-five (75) days thereafter to seek Shareholder Authorized Share Approval until the earlier of the date Shareholder on which Authorized Share Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Principal Market, and as soon as reasonably practicable following the applicable Closing (but not later than to list the earlier of the Effective Date Conversion Shares and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading the Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will include in such application all of the Conversion Shares and the Warrant Shares, and will take such other action as is necessary or desirable in the opinion of the Investors to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Principal Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading MarketPrincipal Market until the Investors have disposed of all of their Registrable Securities. In addition, unless The Company agrees to present a proposal for stockholder approval at the Trading Market next annual meeting of stockholders to permit the Company to issue a number of Conversion Shares and Warrant Shares which is in excess of 19.9% of the number of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the 's issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder ApprovalDate, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does such proposal is not obtain Shareholder Approval at the first meetingapproved, the Company shall call a meeting every four months thereafter either (i) voluntarily de-list its Common Stock from any Principal Market which requires such approval, within five (5) Trading Days of such vote, or (ii) redeem any un-convertible Convertible Stock pursuant to seek Shareholder Approval until the earlier Section 7 of the date Shareholder Approval is obtained or Certificate of Designations, pro-rata among the Warrants are no longer outstandingInvestors, within five (5) Trading Days of such vote.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company shall use commercially reasonable efforts to obtain listing or quotation for trading of the Common Stock on either the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing) on or before June 15, 2019. Immediately following such listing or quotation, OTCQB and OTCQX shall be deleted from the definition “Trading Market.” The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date hereof for the purpose of obtaining Reverse Stock Split Shareholder ApprovalApproval for a , with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Reverse Stock Split Shareholder Approval. If the Company does not obtain Reverse Stock Split Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Reverse Stock Split Shareholder Approval until the earlier of the date Reverse Stock Split Shareholder Approval is obtained or the Warrants are no longer outstanding. The Reverse Stock Split shall be obtained and deemed effective on or before February 28, 2019.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed for a Trading Marketperiod of at least three (3) years, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall have applied to list or quote all of the Closing Shares and Warrant Shares (other than the Warrant Shares, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market and promptly secure the listing of all of the Closing Shares and Warrant Shares (other than the Warrant Shares, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares and Warrant Shares (other than the Warrant Shares, unless at such time Stockholder Approval has been obtained, and otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event), and will take such other action as is necessary to cause all of the Closing Shares and Warrant Shares (other than the Warrant Shares, unless at such time Stockholder Approval has been obtained, and otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless The Company agrees to maintain the Trading Market eligibility of the Company’s Common Stock is for electronic transfer through the OTC Bulletin BoardDepository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for or such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders other established clearing corporation in connection therewith in the same manner as all other management proposals in with such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingelectronic transfer.

Listing of Common Stock. The Company hereby agrees shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to use best efforts the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing or quotation and (iv) maintain the listing or quotation of the such Common Stock on a Trading Market, and as soon as reasonably practicable following any date at least equal to the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares Required Minimum on such date on such Trading Market or another Trading Market. The Company further agrees, if agrees to maintain the Company applies to have eligibility of the Common Stock traded on any other Trading Marketfor electronic transfer through the Depository Trust Company or another established clearing corporation, it will include in such application all including, without limitation, by timely payment of fees to the Shares and Warrant Shares, and will take Depository Trust Company or such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on established clearing corporation in connection with such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Marketelectronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders stockholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval on or before the 75th calendar day following the Closing Date. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are Preferred Stock is no longer outstanding.

Listing of Common Stock. (a) The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Market, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold propose a special resolution to obtain Shareholder Approval at its next annual general meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approvalbut in no event later than August 31, 2007), with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first such meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing and quotation of the Common Stock on a Trading Market, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list or quote all of the Shares and Warrant Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring hereof for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining the Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants Debentures are no longer outstanding.

Listing of Common Stock. The If required by the Principal Market, the Company hereby agrees shall (a) not later than the fifth Business Day following the date the Principal Market requires, prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) Initial Shares, and Secondary Shares and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to use best efforts cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investor evidence of such listing, and the Company shall maintain the listing of the its Common Stock on a Trading such exchange or market. If required by the Principal Market, and as soon as reasonably practicable following the applicable Closing Company shall (but a) not later than the earlier fifth Business Day following the issuance of the Effective Date Reset Shares and/or Additional Shares (if issued pursuant to the terms of this Agreement) prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of Reset Shares and Additional Shares so issued, (b) take all steps necessary to cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investor evidence of such listing, and the first anniversary Company shall maintain the listing of its Common Stock on such exchange or market. In addition, if at any time the number of shares of Common Stock issuable hereunder, and upon exercise in full of the applicable Closing DateWarrants is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence) to list all file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering such number of the Shares and Warrant Shares on such Trading Marketshares of Common Stock as would be necessary. The Company further agrees(i) has not received any notice, if oral or written, affecting its continued listing on the Company applies to have the Common Stock traded on any other Trading NASDAQ Small Cap Market, it will include and (ii) is in such application all of full compliance with the Shares and Warrant Shares, and will take such other action as is necessary to cause all of requirements for continued listing on the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possibleNASDAQ Small Cap Market. The Company will take all no action reasonably necessary to continue which would impact its continued listing or eligibility of the Company for such listing (except as set forth in Section 6.11 below). The Company will comply with the listing and trading requirements of its Common Stock on a Trading Principal Market and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. In addition, unless the Trading event the Company receives notification from the Principal Market or any other controlling entity stating that the Company is not in compliance with the listing qualifications of the Company’s Common Stock is the OTC Bulletin Boardsuch Principal Market, the Company shall hold a special meeting of shareholders (which may also be at will take all action necessary to bring the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% Company within compliance with all applicable listing standards of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 1518% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Market, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, hereof with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on a the principal Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Amendment Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the New Warrant Shares on such Trading Market and promptly secure the listing of all of the New Warrant Shares on such Trading Market. The Company further agrees, agrees that if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and New Warrant Shares, and will take such other action as is necessary to cause all of the Shares and New Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Boardand if applicable, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date stockholders for the purpose of obtaining Shareholder ApprovalStockholder Approval (a “Stockholder Meeting”) on or prior to the date that is ninety (90) days following the Amendment Closing Date, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. The Company shall set the record date for the first Stockholder Meeting as soon as practicable. If the Company does not obtain Shareholder Stockholder Approval at the first meetingStockholder Meeting, the Company shall call a meeting Stockholder Meeting every four months ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Existing Common Warrants and New Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. [In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Common Warrants are no longer outstanding.. The Company shall set the record date for the annual or special meeting to seek Shareholder Approval prior to the Closing Date.]6

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed (it being acknowledged by each Purchaser that the Company has a Trading Markethearing with The Nasdaq Capital Market staff on December 12, 2019 regarding the delisting of the Company’s Common Stock), and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Shares and Pre-Funded Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Pre-Funded Warrant Shares on such Trading Market. Upon obtaining the Stockholder Approval of the Charter Amendment, the filing of the Charter Amendment with the Secretary of State of the State of New Jersey, and effectiveness of the Charter Amendment, if necessary, and otherwise, concurrently with the Closing, the Company shall apply to list or quote all of the Conversion Shares on such Trading Market and promptly secure the listing of all of the Conversion Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares, the Pre-Funded Warrant Shares and Warrant the Conversion Shares, and will take such other action as is necessary to cause all of the Shares, the Pre-Funded Warrant Shares and Warrant the Conversion Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless The Company agrees to maintain the Trading Market eligibility of the Company’s Common Stock is for electronic transfer through the OTC Bulletin BoardDepository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for or such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders other established clearing corporation in connection therewith in the same manner as all other management proposals in with such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingelectronic transfer.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing and quotation of the Common Stock on a Trading Market, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list or quote all of the Shares and Warrant Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof, and in any event on or before the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring 60th calendar day following the Closing Date, for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining the Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four two months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants Debentures are no longer outstanding.”

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares and Warrant Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Warrant Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Warrant Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date September 23, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every four months thirty (30) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval is are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes hereof, and in any conversion or exercise limitations therein) exceeds 15% event within 75 days of the issued date hereof (unless the Staff of the Commission reviews and outstanding shares of Common Stock comments on the applicable Closing Date Company’s proxy statement, in which case such 75 day period will be increased to 120 days), for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical practicable date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date hereof, but in no event later than February 28, 2022 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four (4) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to February 28, 2022, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the SEC and delivered to shareholders of the Company.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed for a Trading Marketperiod of at least three (3) years after the late of the Closing Date or any Option Closing Date, and as soon as reasonably practicable following the applicable Closing (but not later than the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall have applied to list or quote all of the Closing Shares, the Option Shares, the Warrant Shares, the Pre-Funded Warrant Shares, and the Representative’s Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, the Option Shares, the Warrant Shares, the Pre-Funded Warrant Shares, and the Representative’s Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares Closing Shares, the Option Shares, the Warrant Shares, the Pre-Funded Warrant Shares, and the Representative’s Warrant Shares, and will take such other action as is necessary to cause all of the Shares Closing Shares, the Option Shares, the Warrant Shares, the Pre-Funded Warrant Shares, and the Representative’s Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless The Company agrees to maintain the Trading Market eligibility of the Company’s Common Stock is for electronic transfer through the OTC Bulletin BoardDepository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for or such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders other established clearing corporation in connection therewith in the same manner as all other management proposals in with such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingelectronic transfer.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and the Warrant Shares, and will take such other action as is necessary to cause all of the Shares and the Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be shall, at the its annual meeting of shareholders) at stockholders to be held on or about June 5, 2024, seek the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-management appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first such meeting, the Company shall call a meeting every four months each ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding. Each Purchaser covenants that if such Purchaser holds any Shares or Pre-Funded Warrant Shares as of the date of such meeting, such Purchaser shall not vote such Shares or Pre-Funded Warrant Shares on the proposal for Stockholder Approval at such meeting.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed until such date that less than 20% of the Warrants issued at the Closing remain outstanding, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, Shares and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In additionNotwithstanding anything to the contrary herein, unless the Trading Market of nothing contained in this Section 4.10 shall limit the Company’s ability to enter into a Fundamental Transaction (as such term is defined in the Warrants). The Company agrees to maintain the eligibility of the Common Stock is for electronic transfer through the OTC Bulletin BoardDepository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date before September 27, 2018 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting on or before November 15, 2018 and every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date hereof, but no later than June 30, 2010, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best commercially reasonable efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the Shareholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after stockholders on or prior to the date that is six (6) months following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the Stockholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date _____1 for the purpose of obtaining Shareholder Reverse Stock Split Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Reverse Stock Split Approval at the first meeting, the Company shall call a meeting every four months seventy-five (75) days thereafter to seek Shareholder Reverse Stock Split Approval until the earlier of the date Shareholder on which Reverse Stock Split Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant stockholders on or prior to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date December 1, 2022 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be is approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thirty (30) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The If required by the Principal Market, the Company hereby agrees shall (a) not later than the fifth Business Day following the date the Principal Market requires prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) Initial Shares, Secondary Shares, Tertiary Shares, Reset Shares,, and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to use best efforts cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investors evidence of such listing, and the Company shall maintain the listing of the its Common Stock on a Trading Marketsuch exchange or market. In addition, if at any time the number of shares of Common Stock issuable hereunder, and as soon as reasonably practicable following upon exercise in full of the applicable Closing (but not later Warrants is greater than the earlier number of shares of Common Stock theretofore listed with the Effective Date Principal Market (and any such other national securities exchange, market or trading facility), the first anniversary of Company shall promptly take such action (including the applicable Closing Dateactions described in the preceding sentence) to list all file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering such number of the Shares and Warrant Shares on such Trading Marketshares of Common Stock as would be necessary. The Company further agrees(i) has not received any notice, if oral or written, affecting its continued listing on the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant SharesOTC Bulletin Board, and will take such other action as (ii) is necessary to cause all of in full compliance with the Shares and Warrant Shares to be listed requirements for continued listing on such other Trading Market as promptly as possiblethe OTC Bulletin Board. The Company will take all no action reasonably necessary to continue which would impact its continued listing or eligibility of the Company for such listing (except as set forth in Section 6.11 below). The Company will comply with the listing and trading requirements of its Common Stock on a Trading Principal Market and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. In addition, unless the Trading event the Company receives notification from the Principal Market or any other controlling entity stating that the Company is not in compliance with the listing qualifications of the Company’s Common Stock is the OTC Bulletin Boardsuch Principal Market, the Company shall hold a special meeting of shareholders (which may also be at will take all action necessary to bring the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% Company within compliance with all applicable listing standards of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier of the Effective Date and the first anniversary of the applicable Closing Date) Company shall apply to list or quote all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares, Conversion Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. In addition, unless The Company agrees to use its reasonable best efforts to maintain the Trading Market eligibility of the Company’s Common Stock is for electronic transfer through the OTC Bulletin BoardDepository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. 4.20 Subsequent Equity Sales. (a) From the date hereof until 90 days following the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. (b) From the date hereof until the one year anniversary of the Closing Date, the Company shall hold be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a special meeting combination of shareholders units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (which may also be at i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the annual meeting of shareholders) at the earliest practical date after the date the number of right to receive, additional shares of Common Stock issuable pursuant to this Agreement on either (A) at a fully exercised basis (ignoring conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on at any time after the applicable Closing Date initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the purpose Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of obtaining Shareholder Approvalcredit, whereby the Company may issue securities at a future determined price. Any Underwriter shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. (c) Notwithstanding the foregoing, this Section 4.20 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance. 4.21 Research Independence. The Company acknowledges that each Underwriter’s research analysts and research departments, if any, are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the recommendation of the Company’s Board of Directors that such proposal be approved, and views or advice communicated to the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in by such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.Underwriter’s investment banking

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after on or prior to the date that is ninety (90) days following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the annual or special meeting to seek Shareholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Principal Market, and as soon as reasonably practicable following the applicable Closing (but not later than in any event prior to the earlier effective date of the Effective Date and the first anniversary of the applicable Closing DateRegistration Statement) to list all of the Shares and Warrant Conversion Shares on such Trading the Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will include in such application all of the Shares and Warrant Conversion Shares, and will take such other action as is necessary or desirable in the opinion of the Investor to cause all of the Shares and Warrant Shares Common Stock to be listed on such other Trading Principal Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Market. In additionPrincipal Market and shall provide Investor with copies of any correspondence to or from such Principal Market which questions or threatens delisting of the Common Stock, unless the Trading Market within three (3) Business Days of the Company’s Common Stock is 's receipt thereof, until the OTC Bulletin Board, Investor has disposed of all of its Registrable Securities. If at any time during the Company shall hold a special meeting term of shareholders (which may also be at the annual meeting of shareholders) at Convertible Debenture the earliest practical date after the date the aggregate number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on that were issued upon conversions of the applicable Convertible Debenture exceeds 17.5% of the Company's issued and outstanding Common Stock as of the Closing Date Date, the Company shall call and convene a meeting or solicit the written consent of its stockholders within 90 days after the request of the Investor for the purpose of obtaining Shareholder Approvalseeking stockholder approval of the issuance of Common Stock upon conversion of the Convertible Debenture, with the a recommendation of the Company’s Board of Directors of the Company that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on a the Trading MarketMarket on which it is currently listed, and as soon as reasonably practicable following concurrently with the applicable Closing (but not later than Closing, the earlier Company shall apply to list or quote all of the Effective Date Shares and Warrant Shares on such Trading Market and promptly secure the first anniversary listing of the applicable Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, unless the Trading Market of the Company’s Common Stock is the OTC Bulletin Board, the Company shall hold a an annual or special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after stockholders on or prior to the date that is eight (8) months following the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15% of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be proposals are approved, and the Company shall solicit proxies from its shareholders stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalproposals. If the Company does not obtain Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every four months ninety (90) days thereafter to seek Shareholder Stockholder Approval until the earlier of the date Shareholder on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding.