Common use of Reservation and Listing of Securities Clause in Contracts

Reservation and Listing of Securities. So long as any Subscriber owns any Warrants, the Company shall take all action necessary to at all times after the date hereof have authorized, and reserved for the purpose of issuance, no less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shares of Common Stock issued or issuable under the Transaction Documents, (ii) use reasonable best efforts to cause such shares of Common Stock to be approved for listing on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Market.

Reservation and Listing of Securities. So long The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents. In the event that at any Subscriber owns any Warrantstime the then authorized shares of Common Stock are insufficient for the Company to satisfy its obligations in full under the Transaction Documents, the Company shall promptly take all action necessary such actions as may be required to at all times after increase the date hereof have authorizednumber of authorized shares of Common Stock. The Company shall in the time and manner required by Nasdaq, prepare and reserved for file with Nasdaq an additional shares listing application covering the purpose of issuance, no less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shares of Common Stock issued or issuable under the Transaction Documents, (ii) use reasonable best efforts Documents and shall take all steps necessary to cause such shares of Common Stock to be approved for listing on the Principal Market Nasdaq as soon as practicable thereafterpossible. Notwithstanding the foregoing, the Investor acknowledges that (i) the Company does not have sufficient authorized shares as of the Closing Date necessary for issuance in full of the Warrant Shares, (ii) approval of the holders of a majority of the Common Stock entitled to vote thereon is required in order to increase the number of authorized shares of Common Stock in order to cure such deficiency, and (iii) provide the Company has not provided any guaranty that it will be able to the Subscribers evidence of receive such listing, and (iv) shareholder approval. The Company agrees to use reasonable its best efforts to maintain the listing solicit and obtain its stockholders’ approval of such increase in authorized shares of Common Stock on (the Principal Market “Proposal”) at the Company’s annual shareholder meeting to be held in September 2007 (the “Meeting”) and to cause its board of directors to recommend to its stockholders that they approve the Proposal. If for any reason the Proposal is not approved at the Meeting or another Eligible Marketotherwise prior to September 30, 2007, the Company will, at the request of any Investor, take such additional acts or actions as are necessary to hold an additional annual meeting or special meeting of its stockholders to consider the Proposal and in conjunction therewith shall hire a nationally recognized proxy solicitation firm, selected by the requesting Investor or Investors, to assist the Company in obtaining the necessary stockholder votes to approve the Proposal. In addition, the Company shall take all actions within its power reasonably requested by any Investor to authorize sufficient shares of Common Stock necessary to fulfill the Company’s obligations under the Transaction Documents as promptly as practicable. The Company shall bear all costs and expenses of the preparation and filing of any and all proxy materials and the Meeting and additional meeting or meetings contemplated by this Section 9.5, including but not limited to the costs and expenses of the proxy solicitation firm, if applicable.

Reservation and Listing of Securities. So long as any Subscriber owns any Warrants, the Company (a) The Borrower shall take all action necessary to at all times after the date hereof have authorized, and reserved for the purpose of issuance, no less than the maximum number of maintain a reserve from its duly authorized shares of Common Stock issuable upon to comply with its conversion and exercise obligations under the Debentures pursuant to the Transaction Documents. In connection with the Borrower’s next annual meeting of stockholders, the Board of Directors of the Warrants then outstanding (without taking into account any limitations on Borrower shall prepare and mail to the exercise stockholders of the Warrants set forth in Borrower proxy materials requesting authorization to amend the Warrants) (the "Required Reserve Amount"). If at any time Borrower’s certificate of incorporation to increase the number of shares of Common Stock which the Borrower is authorized and reserved to issue so as to provide enough shares to reserve for issuance all of the Underlying Shares issuable upon conversion of the Debentures at an assumed conversion price equal to 50% of the then effective Conversion Price (as defined in the Debentures) and assuming all interest is not sufficient accreted to meet principal. In addition, if on any other date the Required Reserve AmountBorrower would be, if notice of exercise or conversion were to be delivered on such date, precluded from issuing the Company will promptly take all corporate action necessary number of Underlying Shares, as the case may be, issuable upon conversion in full of the Debentures due to authorize and reserve the unavailability of a sufficient number of sharesauthorized but unissued or reserved shares of Common Stock, includingthen the Board of Directors of the Borrower shall promptly prepare and mail to the stockholders of the Borrower proxy materials requesting authorization to amend the Borrower’s certificate of incorporation to increase the number of shares of Common Stock which the Borrower is authorized to issue so as to provide enough shares for issuance of the Underlying Shares. In connection with either such stockholder vote, without limitationthe Board of Directors shall: (a) adopt proper resolutions authorizing such increase, calling (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of shareholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shares of Common Stock issued or issuable under the Transaction Documents, (ii) use reasonable best efforts to cause such shares of Common Stock to be approved for listing on the Principal Market stockholders as soon as practicable thereafterpracticable, but in any event not later than the 60th day after delivery of the proxy materials relating to such meeting) and (iiic) provide within five business days of obtaining such stockholder authorization, file an appropriate amendment to the Subscribers Borrower’s certificate of incorporation to evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Marketincrease.

Reservation and Listing of Securities. So long as any Subscriber owns any WarrantsAs of the date hereof, the Company has reserved for each Purchaser and the Company shall take all action necessary continue to reserve and keep available at all times after the date hereof have authorizedtimes, and reserved for the purpose free of issuancepreemptive rights, no less than the maximum a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Underlying Shares issuable upon exercise complete conversion of the Warrants then outstanding Notes issued pursuant to this Agreement (without taking into account any limitations on such amount being the exercise of the Warrants set forth in the Warrants) (the "“Required Reserve Amount"Minimum”). If at If, on any time date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock authorized and reserved for issuance is not sufficient to meet less than the Required Reserve AmountMinimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 90th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company will promptly take all corporate action necessary to authorize and reserve shall hold a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet its stockholders for the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is sufficient able to meet obtain the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all written consent of a majority of the shares of its issued and outstanding Common Stock issued or issuable under to approve the Transaction Documents, (ii) use reasonable best efforts to cause such increase in the number of authorized shares of Common Stock to be approved without soliciting its stockholders, the Company may satisfy this obligation by obtaining such consent and submitting for listing filing with the SEC an Information Statement on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Market.Schedule 14C.

Reservation and Listing of Securities. So long The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents. If, on any Subscriber owns date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any Warrantsevent not later than the 75th day after such date. In addition, the Company shall take all action necessary to hold a special meeting of shareholders (which may also be at all times the annual meeting of shareholders) at the earliest practical date after the date hereof have authorized, and reserved for the purpose of issuance, no less than the maximum number of shares of Common Stock issuable upon pursuant to this Agreement on a fully converted or exercised basis (ignoring for such purposes any exercise limitations therein) exceeds 15% of the Warrants then issued and outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized on the First 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 reserved for issuance is 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 sufficient to meet obtain Shareholder Approval at the Required Reserve Amountfirst meeting, the Company will promptly take all corporate action necessary shall call a meeting every four months thereafter to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet seek Shareholder Approval until the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares earlier of the Company in favor of an increase in date Shareholder Approval is obtained or the authorized shares of date the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve AmountWarrants are no longer outstanding. The Company shall, as applicable if applicable: (i) in the time and manner required by the principal Trading Market, prepare and timely file with the Principal such Trading Market an additional shares listing application covering all a number of the shares of Common Stock issued or issuable under at least equal to the Transaction DocumentsRequired Minimum on the date of such application, (ii) use reasonable best efforts take all steps necessary to cause such shares of Common Stock to be approved for listing on the Principal such Trading Market as soon as practicable possible thereafter, (iii) provide to the Subscribers Purchasers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on any date at least equal to the Principal Required Minimum on such date on such Trading Market or another Eligible Trading Market. Subsequent Equity Sales.

Reservation and Listing of Securities. So long as any Subscriber owns any Warrants, the Company shall take all action necessary to at all times after the date hereof have authorized, and reserved for the purpose of issuance, no less than 150% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants but taking into account any increase in the number of Warrant Shares pursuant to Section 2(a) of the Warrants) (the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders stockholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shares of Common Stock issued or issuable under the Transaction Documents, (ii) use reasonable best efforts to cause such shares of Common Stock to be approved for listing on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Market.

Reservation and Listing of Securities. So long (a) As of the date hereof, the Company, ignoring any conversion or exercise, has reserved for each Purchaser and the Company shall continue to reserve and keep available at all times, the “Required Minimum”, free of preemptive rights. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum plus such other amount as may be required for the Company’s other purposes, and reserve the Required Minimum on behalf of the Purchaser, as soon as possible and in any Subscriber owns any Warrantsevent not later than the 60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall take all action necessary to at all times after the date hereof have authorized, and reserved hold a meeting of its stockholders for the purpose of issuance, no less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is sufficient able to meet obtain the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all written consent of a majority of the shares of its issued and outstanding Common Stock issued or issuable under to approve the Transaction Documents, (ii) use reasonable best efforts to cause such increase in the number of authorized shares of Common Stock to be approved without soliciting its stockholders, the Company may satisfy this obligation by obtaining such consent and submitting for listing filing with the SEC an Information Statement on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Market.Schedule 14C.

Reservation and Listing of Securities. So long as any Subscriber owns any Warrants, the Company shall take all action necessary to at all times after the date hereof have authorized, and reserved for the purpose of issuance, no less than 110% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants then outstanding based on the then applicable exercise price under the Warrant (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "“Required Reserve Reserved Amount"”). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders stockholders to authorize additional shares to meet the Company's ’s obligations under Section 3.1(d) and this Section 4.3), in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Reserved Amount. The Company shall, as applicable (i) prepare and timely file with the Principal each Trading Market an additional shares listing application covering all of the shares of Common Stock issued or issuable under the Transaction Documents, (ii) use reasonable best efforts to cause such shares of Common Stock to be approved for listing on the Principal each Trading Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal each such Trading Market or another Eligible Market.

Reservation and Listing of Securities. So long as any Subscriber owns any WarrantsPrior to the date Shareholder Approval is obtained and deemed effective, the Company shall take all action necessary to at all times after the date hereof have authorized, and reserved for the purpose of issuance, no less than the maximum number of maintain a reserve from its duly authorized shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any time equal to the number of shares set forth on Schedule 3.1(f) for the issuance pursuant to the Transaction Documents, which shares shall be reserved pro-rata according to each Purchasers original Subscription Amount. After Shareholder Approval is obtained and deemed effective, the Company shall maintain a reserve from its duly authorized shares of Common Stock authorized and reserved for issuance is not sufficient pursuant to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase Transaction Documents in such authorized number of sharesamount as may then be required to fulfill its obligations in full under the Transaction Documents. Notwithstanding anything herein to the contrary, and voting to the management shares extent a Purchaser holds Debentures, Warrants or any other securities subject to a limit on issuance prior to Shareholder Approval, such holder of the Company in favor of an increase in the authorized shares of the Company to ensure that Securities may allocate its Underlying Shares within such limits at its discretion. After Shareholder Approval is obtained and deemed effective, if, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is sufficient to meet less than the Required Reserve AmountMinimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 90th day after such date. The Company shall, as applicable if applicable: (i) in the time and manner required by the principal Trading Market, prepare and timely file with the Principal such Trading Market an additional shares listing application covering all a number of the shares of Common Stock issued or issuable under at least equal to the Transaction DocumentsRequired Minimum on the date of such application, (ii) use reasonable best efforts take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on the Principal such Trading Market as soon as practicable possible thereafter, (iii) provide to the Subscribers Purchasers evidence of such listing, listing or quotation and (iv) use reasonable best efforts to maintain the listing or quotation of such Common Stock on any date at least equal to the Principal Required Minimum on such date on such Trading Market or another Eligible Trading Market. 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 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 Debentures are no longer outstanding.

Reservation and Listing of Securities. So At all times and as long as any Subscriber of the Purchaser owns any outstanding Notes or Warrants, the Company shall take all action necessary (and/or reasonably requested by the Purchaser) to at all times after the date hereof have authorized, and reserved out of its authorized but unissued shares of Common Stock for the purpose of issuanceissuance to the Purchaser upon conversions or in respect of interest on the Notes and upon exercise or in respect of the Warrants by the Purchaser or exercise of the Warrants and Additional Warrants, no less than the two (2x) the sum of the maximum number of shares of Common Stock Conversion Shares and Warrant Shares issuable upon exercise of the Warrants then outstanding (including interest and original issue discount, and without taking into account any limitations on the exercise issuance thereof) pursuant to the conversion of the Notes or exercisable pursuant to the Warrants set forth in the Warrants) (the "“Required Reserve Reserved Amount"”). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders stockholders to authorize additional shares to meet the Company's ’s obligations under Section 3.1(d) this Agreement and this Section 4.3the Transaction Documents, in the case of an insufficient number of authorized shares, obtain shareholder stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Reserved Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shall initially reserve shares of Common Stock on its own books and records (the “Reserve”) for the issuance of Conversion Shares, Warrant Shares and any other shares of Common Stock required to be issued or issuable under by the Company to the Purchaser pursuant to the Transaction Documents, which initial reservation shall be authorized by the unanimous written consent of the Company’s Board of Directors delivered at Closing. From and after the date of this Agreement through and including the date all of the Company’s and each of its Subsidiaries’ Indebtedness and all other obligations owed to the Purchasers pursuant to this Agreement and the other Transaction Documents, including, but not limited to, the Note is paid and performed in full, confirmation of which must be obtained by in writing from the Purchaser, the Company shall (iia) use reasonable best efforts issue or cause its Transfer Agent to issue the shares received on conversion or exercise or in respect of interest and all other shares of Common Stock required to be issued to such Purchaser or its broker only (subject to the immediately following clause (b)), (b) issue or cause such its Transfer Agent to issue shares of Common Stock to be approved for listing on such Purchaser or its broker under the Principal Market as soon as practicable thereafterNotes from sources other than the Reserve, (iii) provide unless such Purchaser delivers to the Subscribers evidence Company written pre-approval of such listingissuance from the Reserve, and (ivc) use reasonable best efforts not reduce the Reserve under any circumstances, unless such Purchaser delivers to maintain the listing Company written pre-approval of such reduction. The Company shall immediately add shares of Common Stock on to the Principal Market Reserve to ensure that the Required Reserve Amount (the greater of (i) and (ii) being the “Reserve Minimum”) are in the Reserve at all times. The Company shall increase the amount of shares of Common Stock in the Reserve upon receipt of written notice, which may be in email form, by such Purchaser (and/or its assigns) in order to ensure that the Reserve contains the Reserve Minimum and/or at any time the number of shares in the Reserve is less than the Reserve Minimum. Notwithstanding to the contrary provided herein or another Eligible Marketelsewhere, if at any time the number of shares of Common Stock in the Reserve, is less than the Required Reserved Amount, such Purchaser may send written notice to the Company’s then Transfer Agent to increase out of the Company’s authorized but unissued shares of Common Stock in such number of additional shares of Common Stock so the Reserve consists of at least the Required Reserve Amount, provided, that the number of shares of Common Stock in the Reserve shall never be decreased or used for any other purposes other than for issue to the Holder upon each conversion by such Purchaser of the Notes and each exercise by such Purchaser of the Warrants into shares of common stock. As a condition to Closing, all actions required by the Company in this Section shall be approved by the unanimous written consent of the Company’s Board of Directors which shall be delivered to the Purchasers at Closing.

Reservation and Listing of Securities. So At all times and as long as any Subscriber of the Purchaser owns any WarrantsSecurities, the Company shall take all action necessary (and/or reasonably requested by the Purchasers) to at all times after the date hereof have authorized, and reserved out of its authorized but unissued shares of Common Stock for the purpose of issuanceissuance to the Purchaser upon conversions or in respect of interest on the Notes and upon exercise or in respect of the Warrants by the Purchaser or exercise of the Warrants, no less than the five times (5x) the sum of the maximum number of shares of Common Stock Conversion Shares and Warrant Shares issuable upon exercise of the Warrants then outstanding (including interest and original issue discount, and without taking into account any limitations on the exercise issuance thereof) pursuant to the conversion of the Notes or exercisable pursuant to the Warrants set forth in the Warrants) (the "“Required Reserved Amount”). It is understood by the Purchasers that the Company will undertake to amend the Articles of Incorporation to increase the authorized shares of Common Stock to provide for both the Required Authorization and Required Reserve Amount")Amount within 45 days from the Closing. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders stockholders to authorize additional shares to meet the Company's ’s obligations under Section 3.1(d) this Agreement and this Section 4.3the Transaction Documents, in the case of an insufficient number of authorized shares, obtain shareholder stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Reserved Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shall initially reserve shares of Common Stock on its own books and records (the “Reserve”) for the issuance of Conversion Shares, Warrant Shares and any other shares of Common Stock required to be issued or issuable under by the Company to the Purchaser pursuant to the Transaction Documents, which initial reservation shall be authorized by the unanimous written consent of the Company’s Board of Directors delivered at Closing. From and after the date of this Agreement through and including the date all of the Company’s and each of its Subsidiaries’ Indebtedness and all other obligations owed to the Purchasers pursuant to this Agreement and the other Transaction Documents, including, but not limited to, the Note is paid and performed in full, confirmation of which must be obtained by in writing from the Purchaser, the Company shall (iia) use reasonable best efforts issue or cause its Transfer Agent to issue the shares received on conversion or exercise or in respect of interest and all other shares of Common Stock required to be issued to such Purchaser or its broker only (subject to the immediately following clause (b)), (b) issue or cause such its Transfer Agent to issue shares of Common Stock to be approved for listing on such Purchaser or its broker under the Principal Market as soon as practicable thereafterNote from sources other than the Reserve, (iii) provide unless such Purchaser delivers to the Subscribers evidence Company written pre-approval of such listingissuance from the Reserve, and (ivc) use reasonable best efforts not reduce the Reserve under any circumstances, unless such Purchaser delivers to maintain the listing Company written pre-approval of such reduction. The Company shall immediately add shares of Common Stock on to the Principal Market Reserve to ensure that the Required Reserve Amount (the greater of (i) and (ii) being the “Reserve Minimum”) are in the Reserve at all times. The Company shall increase the amount of shares of Common Stock in the Reserve upon receipt of written notice, which may be in email form, by such Purchaser (and/or its assigns) in order to ensure that the Reserve contains the Reserve Minimum and/or at any time the number of shares in the Reserve is less than the Reserve Minimum. Notwithstanding to the contrary provided herein or another Eligible Marketelsewhere, if at any time the number of shares of Common Stock in the Reserve, is less than the Required Reserved Amount, such Purchaser may send written notice to the Company’s then Transfer Agent to increase out of the Borrower’s authorized but unissued shares of Common Stock in such number of additional shares of Common Stock so the Reserve consists of at least the Required Reserve Amount, provided, that the number of shares of Common Stock in the Reserve shall never be decreased or used for any other purposes other than for issue to the Holder upon each conversion by such Purchaser of the Note and each exercise by such Purchaser of the Warrant into shares of common stock. As a condition to Closing, all actions required by the Company in this Section shall be approved by the unanimous written consent of the Company’s Board of Directors which shall be delivered to the Purchasers at Closing.

Reservation and Listing of Securities. So long as any Subscriber owns any WarrantsSubject to obtaining the Required Approvals, the Company shall take all action necessary maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to at all times after the date hereof have authorized, and reserved for the purpose of issuance, Transaction Documents in an amount no less than the maximum Required Minimum. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible, including by calling a meeting of the Company’s shareholders for such purpose. The Company 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 the number of shares of Common Stock issuable upon conversion of the Debentures and exercise of the Warrants then outstanding (without taking into account any limitations on the exercise date of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shares of Common Stock issued or issuable under the Transaction Documentsapplication, (ii) use reasonable best efforts take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on the Principal such Trading Market as soon as practicable possible thereafter, (iii) provide to the Subscribers Purchasers evidence of such listing, listing or quotation and (iv) use reasonable best efforts to maintain the listing or quotation of such Common Stock on the Principal any date on such Trading Market or another Eligible Trading Market. If, on any date while the Debentures are outstanding, there is a suspension from trading or the failure of the Common Stock to be listed on the Trading Market on which such shares are listed as of the date of this Agreement (the “Current Trading Market”), and the Collateral Agent has waived such Event of Default, the Company shall (i) take commercially reasonable efforts to cause such shares of Common Stock to either be re-approved for listing or quotation on the Current Trading Market or to be approved for listing or quotation on another Trading Market as soon as possible thereafter and (ii) provide to the Purchasers evidence of such approval.

Reservation and Listing of Securities. So long (a) As of the date hereof, the Company, ignoring any conversion or exercise, has reserved for each Purchaser and the Company shall continue to reserve and keep available at all times, the “Required Minimum”, free of preemptive rights. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum plus such other amount as may be required for the Company’s other purposes, and reserve the Required Minimum on behalf of the Purchaser, as soon as possible and in any Subscriber owns any Warrantsevent not later than the 60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall take all action necessary to at all times after the date hereof have authorized, and reserved hold a meeting of its shareholders for the purpose of issuance, no less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its shareholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the shareholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is sufficient able to meet obtain the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all written consent of a majority of the shares of its issued and outstanding Common Stock issued or issuable under to approve the Transaction Documents, (ii) use reasonable best efforts to cause such increase in the number of authorized shares of Common Stock to be approved without soliciting its shareholders, the Company may satisfy this obligation by obtaining such consent and submitting for listing filing with the SEC an Information Statement on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Market.Schedule 14C. 39

Reservation and Listing of Securities. So At all times and as long as any Subscriber of the Purchaser owns any WarrantsSecurities, the Company shall take all action necessary (and/or reasonably requested by the Purchaser) to at all times after the date hereof have authorized, and reserved out of its authorized but unissued shares of Common Stock for the purpose of issuanceissuance to the Purchaser upon conversions or in respect of interest on the Notes, no less than the three times (3x) the sum of the maximum number of Conversion Shares and shares of Common Stock issuable upon exercise of the Warrants then outstanding (including interest and original issue discount, and without taking into account any limitations on the exercise issuance thereof) pursuant to the conversion of the Warrants set forth in the Warrants) Notes (the "“Required Reserve Reserved Amount"”). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders stockholders to authorize additional shares to meet the Company's ’s obligations under Section 3.1(d) this Agreement and this Section 4.3the Transaction Documents, in the case of an insufficient number of authorized shares, obtain shareholder stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Reserved Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shall initially reserve 10 million shares of Common Stock on its own books and records (the “Reserve”) for the issuance of Conversion Shares, and any other shares of Common Stock required to be issued or issuable under by the Company to the Purchaser pursuant to the Transaction Documents and the Prior Note, which initial reservation shall be authorized by the Company’s Board of Directors as of the Closing. From and after the date of this Agreement through and including the date all of the Company’s and each of its Subsidiaries’ Indebtedness and all other obligations owed to the Purchaser pursuant to this Agreement and the other Transaction Documents, including, but not limited to, the Note is paid and performed in full, confirmation of which must be obtained by in writing from the Purchaser, the Company shall (iia) use reasonable best efforts issue or cause its Transfer Agent to issue the shares received on conversion or exercise or in respect of interest and all other shares of Common Stock required to be issued to such Purchaser or its broker only (subject to the immediately following clause (b)), (b) issue or cause such its Transfer Agent to issue shares of Common Stock to be approved for listing on such Purchaser or its broker under the Principal Market as soon as practicable thereafterNotes from sources other than the Reserve, (iii) provide unless such Purchaser delivers to the Subscribers evidence Company written pre-approval of such listingissuance from the Reserve, and (ivc) use reasonable best efforts not reduce the Reserve under any circumstances, unless such Purchaser delivers to maintain the listing Company written pre-approval of such reduction. The Company shall immediately add shares of Common Stock on to the Principal Market Reserve to ensure that the Required Reserve Amount (the greater of (i) and (ii) being the “Reserve Minimum”) are in the Reserve at all times. The Company shall increase the amount of shares of Common Stock in the Reserve upon receipt of written notice, which may be in email form, by such Purchaser (and/or its assigns) in order to ensure that the Reserve contains the Reserve Minimum and/or at any time the number of shares in the Reserve is less than the Reserve Minimum. Notwithstanding to the contrary provided herein or another Eligible Marketelsewhere, if at any time the number of shares of Common Stock in the Reserve, is less than the Required Reserved Amount, such Purchaser may send written notice to the Company’s then Transfer Agent to increase out of the Borrower’s authorized but unissued shares of Common Stock in such number of additional shares of Common Stock so the Reserve consists of at least the Required Reserve Amount, provided, that the number of shares of Common Stock in the Reserve shall never be decreased or used for any other purposes other than for issue to the Holder upon each conversion by such Purchaser of the Notes. As a condition to Closing, all actions required by the Company in this Section shall be approved by the unanimous written consent of the Company’s Board of Directors which shall be delivered to the Purchaser at Closing.

Reservation and Listing of Securities. So At all times and as long as any Subscriber of the Purchaser owns any WarrantsSecurities, the Company shall take all action necessary (and/or reasonably requested by the Purchaser) to at all times after the date hereof have authorized, and reserved out of its authorized but unissued shares of Common Stock for the purpose of issuanceissuance to the Purchaser upon conversions or in respect of interest on the Notes and upon exercise or in respect of the Warrants by the Purchaser, no less than the three (3x) the sum of the maximum number of shares of Common Stock Conversion Shares and Warrant Shares (as defined in the Note) issuable upon exercise of the Warrants then outstanding (including interest and original issue discount, and without taking into account any limitations on the exercise issuance thereof) pursuant to the conversion of the Notes or exercisable pursuant to the Warrants set forth in the Warrants) (the "“Required Reserve Reserved Amount"”). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders stockholders to authorize additional shares to meet the Company's ’s obligations under Section 3.1(d) this Agreement and this Section 4.3the Transaction Documents, in the case of an insufficient number of authorized shares, obtain shareholder stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Reserved Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shall initially reserve shares of Common Stock on its own books and records (the “Reserve”) for the issuance of Conversion Shares, Warrant Shares and any other shares of Common Stock required to be issued or issuable under by the Company to the Purchaser pursuant to the Transaction Documents, which initial reservation shall be authorized by the unanimous written consent of the Company’s Board of Directors delivered at Closing. From and after the date of this Agreement through and including the date all of the Company’s and each of its Subsidiaries’ Indebtedness and all other obligations owed to the Purchasers pursuant to this Agreement and the other Transaction Documents, including, but not limited to, the Note is paid and performed in full, confirmation of which must be obtained by in writing from the Purchaser, the Company shall (iia) use reasonable best efforts issue or cause its Transfer Agent to issue the shares received on conversion or exercise or in respect of interest and all other shares of Common Stock required to be issued to such Purchaser or its broker only (subject to the immediately following clause (b)), (b) issue or cause such its Transfer Agent to issue shares of Common Stock to be approved for listing on such Purchaser or its broker under the Principal Market as soon as practicable thereafterNotes from sources other than the Reserve, (iii) provide unless such Purchaser delivers to the Subscribers evidence Company written pre-approval of such listingissuance from the Reserve, and (ivc) use reasonable best efforts not reduce the Reserve under any circumstances, unless such Purchaser delivers to maintain the listing Company written pre-approval of such reduction. The Company shall immediately add shares of Common Stock on to the Principal Market Reserve to ensure that the Required Reserve Amount are in the Reserve at all times. The Company shall increase the amount of shares of Common Stock in the Reserve upon receipt of written notice, which may be in email form, by such Purchaser (and/or its assigns) in order to ensure that the Reserve contains the Required Reserve Amount and/or at any time the number of shares in the Reserve is less than the Required Reserve Amount. Notwithstanding to the contrary provided herein or another Eligible Marketelsewhere, if at any time the number of shares of Common Stock in the Reserve, is less than the Required Reserved Amount, such Purchaser may send written notice to the Company’s then Transfer Agent to increase out of the Borrower’s authorized but unissued shares of Common Stock in such number of additional shares of Common Stock so the Reserve consists of at least the Required Reserve Amount, provided, that the number of shares of Common Stock in the Reserve shall never be decreased or used for any other purposes other than for issue to the holder thereof upon each conversion by such Purchaser of the Notes and each exercise by such Purchaser of the Warrants into shares of common stock. As a condition to Closing, all actions required by the Company in this Section shall be approved by the unanimous written consent of the Company’s Board of Directors which shall be delivered to the Purchasers at Closing.

Reservation and Listing of Securities. So long as any Subscriber owns any Warrants, the Company shall take all action necessary to at all times after the date hereof have authorized, and reserved for the purpose of issuance, no less than the maximum a number of shares of Common Stock issuable upon exercise of the Warrants equal to at least 150% of the maximum number of shares of Common Stock as shall be necessary to effect the exercise in full of all Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "“Required Reserve Amount"”). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's ’s obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shares of Common Stock issued or issuable under the Transaction Documents, (ii) use reasonable best efforts to cause such shares of Common Stock to be approved for listing on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Market.

Reservation and Listing of Securities. So long (a) As of the date hereof, the Company, ignoring any conversion or exercise, has reserved for each Purchaser and the Company shall continue to reserve and keep available at all times, the “Required Minimum”, free of preemptive rights. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum plus such other amount as may be required for the Company’s other purposes, and reserve the Required Minimum on behalf of the Purchaser, as soon as possible and in any Subscriber owns any Warrantsevent not later than the 60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall take all action necessary to at all times after the date hereof have authorized, and reserved hold a meeting of its stockholders for the purpose of issuance, no less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is sufficient able to meet obtain the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all written consent of a majority of the shares of its issued and outstanding Common Stock issued or issuable under to approve the Transaction Documents, (ii) use reasonable best efforts to cause such increase in the number of authorized shares of Common Stock to be approved without soliciting its stockholders, the Company may satisfy this obligation by obtaining such consent and submitting for listing filing with the SEC an Information Statement on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Market.Schedule 14C.

Reservation and Listing of Securities. So long as any Subscriber owns any Warrants, the Company shall take all action necessary to at all times after the date hereof have authorized, and reserved for the purpose of issuance, no less than than: (x) prior to the maximum earlier to occur of the Authorized Capital Increase Stockholder Approval Date and the Authorized Capital Increase Stockholder Meeting Deadline (each as defined in Section 4.5(a)), 125% of the number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants but taking into account any increase in the number of Warrant Shares pursuant to Section 2(a) and/or Section 2(c) of the Warrants) and (y) on or after the earlier to occur of the Authorized Capital Increase Stockholder Approval Date and the Authorized Capital Increase Stockholder Meeting Deadline, 150% of the number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants but taking into account any increase in the number of Warrant Shares pursuant to Section 2(a) and/or Section 2(c) of the Warrants) (the number of shares of Common Stock required to be reserved for issuance upon exercise of the Warrants set forth in clause (x) or (y), as applicable, the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders stockholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. The Company shall, as applicable (i) prepare iprepare and timely file with the Principal Market an additional shares listing application covering all of the shares of Common Stock issued or issuable under the Transaction Documents, (ii) use reasonable best efforts to cause such shares of Common Stock to be approved for listing on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Market.

Reservation and Listing of Securities. So long (a) As of the date hereof, the Company, ignoring any conversion or exercise, has reserved for each Purchaser and the Company shall continue to reserve and keep available at all times, the “Required Minimum”, free of preemptive rights. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum plus such other amount as may be required for the Company’s other purposes, and reserve the Required Minimum on behalf of the Purchasers, as soon as possible and in any Subscriber owns any Warrantsevent not later than the 60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall take all action necessary to at all times after the date hereof have authorized, and reserved hold a meeting of its stockholders for the purpose of issuance, no less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is sufficient able to meet obtain the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all written consent of a majority of the shares of its issued and outstanding Common Stock issued or issuable under to approve the Transaction Documents, (ii) use reasonable best efforts to cause such increase in the number of authorized shares of Common Stock to be approved without soliciting its stockholders, the Company may satisfy this obligation by obtaining such consent and submitting for listing filing with the SEC an Information Statement on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Market.Schedule 14C. 34

Reservation and Listing of Securities. So long as (a) As of the date hereof, the Company, ignoring any Subscriber owns any Warrantsconversion or exercise, has reserved for each Purchaser and the Company shall take all action necessary continue to reserve and keep available at all times after the date hereof have authorizedtimes, and reserved for the purpose of issuance, no less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any time the number of shares of Common Stock authorized and reserved for issuance of the Underlying Shares. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the number of shares of Common Stock for issuance of the Underlying Shares on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the number of shares of Common Stock for issuance of the Underlying Shares plus such other amount as may be required for the Company’s other purposes, and reserve the number of shares of Common Stock for issuance of the Underlying Shares on behalf of the Purchasers, as soon as possible and in any event not sufficient to meet later than the Required Reserve Amount60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company will promptly take all corporate action necessary to authorize and reserve shall hold a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet its stockholders for the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is sufficient able to meet obtain the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all written consent of a majority of the shares of its issued and outstanding Common Stock issued or issuable under to approve the Transaction Documents, (ii) use reasonable best efforts to cause such increase in the number of authorized shares of Common Stock to be approved without soliciting its stockholders, the Company may satisfy this obligation by obtaining such consent and submitting for listing filing with the SEC an Information Statement on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such Common Stock on the Principal Market or another Eligible Market.Schedule 14C.

Reservation and Listing of Securities. So long (a) At any time that shares of the Preferred Stock are outstanding, the Company shall from time to time take all lawful action within its control to cause the authorized capital stock of the corporation to include a sufficient number of authorized but unissued shares of the Common Stock to satisfy the conversion requirements for all shares of the Preferred Stock then outstanding, or issuable as a dividend, including by accretion to the Stated Value (assuming for the purposes of this calculation that the Requisite Stockholder Approval has been obtained). (b) If, on any Subscriber owns any Warrantsdate, the number of authorized but unissued (and otherwise unreserved) shares of the Common Stock is less than the Required Minimum on such date, the Company shall take all lawful action necessary to amend the Articles of Incorporation to increase the number of authorized but unissued (and otherwise unreserved) shares of the Common Stock to at all times least the Required Minimum at such time, as soon as possible and in any event not later than the 90th day after such date; provided, that the date hereof have authorized, and reserved for Company will not be required at any time to authorize a number of additional shares of the purpose of issuance, no less Common Stock greater than the maximum remaining number of shares of the Common Stock issuable upon exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the "Required Reserve Amount"). If at any that could possibly be issued after such time the number of shares of Common Stock authorized and reserved for issuance is not sufficient pursuant to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under Section 3.1(d) and this Section 4.3, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. The Company shall, as applicable (i) prepare and timely file with the Principal Market an additional shares listing application covering all of the shares of Common Stock issued or issuable under the Transaction Documents, . (iic) use reasonable best efforts The Company hereby agrees to cause such shares of Common Stock to be approved for listing on the Principal Market as soon as practicable thereafter, (iii) provide to the Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing of such the Common Stock on the Principal NYSE American or another Trading Market. The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market or as may be otherwise necessary to permit the conversion of all outstanding shares of the Preferred Stock, prepare and file with such Trading Market an additional shares listing application covering a number of shares of the Common Stock at least equal to the Required Minimum on the date of each such application; (ii) take all steps necessary to cause such shares of the Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter; and (iii) provide to the Värde Parties evidence of such listing or quotation. The Company agrees to use reasonable best efforts to maintain the eligibility of the Common Stock for electronic transfer through The Depository Trust Company or another Eligible Market.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. 27