Common use of Stockholder Approval Clause in Contracts

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors Buyers and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after at or prior to the date hereofCompany's next annual meeting of stockholders, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"Deadline (as defined below), a proxy statementstatement (the "Proxy Statement"), in a form reasonably acceptable to the Investors Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the CompanyLLP, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. On or prior to ten (10a) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form CHP covenants that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at it will call a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall CHP to be called as promptly as practicable after the date hereof, but in held no event later than seventy-three (73) calendar days after the Closing Date June 30, 1999 (the "Stockholder Meeting Deadline"), for purposes of securing stockholder approval for the waiver of the Ownership Limits set forth in Section 7.6(ii)(a) and (b) of the Articles of Incorporation of CHP. Notwithstanding anything to the contrary contained herein, any waiver of the Ownership Limits shall neither waive nor purport to waive the limitations contained in Sections 7.6(ii)(c), (d) or (e) of CHP's Articles of Incorporation. CHP will promptly prepare and file and will provide to each of its stockholders entitled to vote at such meeting in advance of such meeting, a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense statement complying with Section 14 of the Company, Exchange Act soliciting each such Stockholderstockholder's affirmative vote at such stockholder meeting in favor of the Stockholder Meeting for approval amendment of resolutions (CHP's Articles of Incorporation to permit the "Resolutions") providing for (x) Board of Directors of CHP to waive the increase in Ownership Limits with respect to issuance of the authorized shares of CHP Common Stock from 400,000,000 shares and upon the exchange of Class A Preferred Stock pursuant to 1,000,000,000 shares (the "Capital Increase")Hotel Investors Subscription Agreement. Such proxy statement shall reflect that the Board of Directors has approved the waiver of such ownership limitation with respect to Five Arrows, (y) a reverse stock split subject to stockholder approval. CHP and its Board of Directors shall recommend to the Common Stock at a rate of one (1) share of Common Stock for each two hundred stockholders that they approve such proposal and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions amendment. Such proxy statement shall not seek approval of any matters other than the approval described in the preceding sentence and the election of directors, which shall include a nominee designated by Five Arrows, which may be the director designated pursuant to cause Section 4.4 hereof. CHP shall file such proxy statement with the Board of Directors of SEC on a timely basis so as to permit the Company stockholders' meeting to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval held by the Stockholder Meeting Deadline. If, despite Five Arrows shall have the Company's reasonable best efforts, opportunity to review and comment on each version of the Stockholder Approval is not obtained at Proxy Statement submitted to or filed with the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSEC.

Stockholder Approval. On or prior to ten The Company shall either (10i) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the earlier to occur of (x) the Company’s next general stockholder meeting and (y) the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (ii) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held as soon as practicable after Closing (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxxxx Xxxxxxxx & Zxxxx LLP Schole LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxxxx Xxxxxxxx & Schole LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of in a ratio to be determined by the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market Company’s Board (such affirmative approval of above being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter as soon as practicable. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (such without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively)(such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and sixtieth (160th) calendar quarter day after the Closing Date. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Notwithstanding the foregoing, if such Stockholder Meeting Deadline falls on a day that is not a Trading Day, then the Stockholder Meeting Deadline shall be the next succeeding Trading Day.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall prepare and file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three twenty (7320) calendar days after the Closing Date date hereof, an information statement (the "Stockholder Meeting Deadline"“Information Statement”), a proxy statementsubstantially in the form that has been previously reviewed and reasonably approved by the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at with the Stockholder Meeting for approval Company obligated to reimburse the expenses of resolutions Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $10,000, informing the stockholders of the Company of the receipt of the irrevocable consents of the requisite stockholders (the "Resolutions"“Stockholder Consent”) providing for (x) the increase amendment and restatement of the Certificate of Incorporation and Bylaws of the Company in the authorized Common Stock from 400,000,000 shares forms attached to 1,000,000,000 shares (the "Capital Increase"), Stockholder Consent and previously delivered to the Buyers and (y) a reverse stock split the approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in compliance with Nasdaq Rule 5635(d) (the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such the Information Statement is initially effective (or the Company otherwise obtains the approval is obtainedof its stockholders at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”) to resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with Nasdaq Rule 5635(d)), respectively, the "“Stockholder Approval Date"”). If an Information Statement is not effective by February 28, 2018, the Company shall prepare and file with the SEC a preliminary proxy statement, substantially in the form that has been previously reviewed and reasonably approved by the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $10,000, with respect to a Stockholder Meeting, which shall be promptly called and held not later than March 15, 2018 (the “Stockholder Meeting Deadline”) soliciting each such stockholder’s affirmative vote for the approval of the Stockholder Resolutions, and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to June 15, 2018. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the 21.1 The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be called held as promptly soon as practicable after reasonably possible following the date hereofmailing of the proxy statement to the stockholders of the Company in respect thereof (the “Proxy Statement”), but in no event not later than seventy-three (73) calendar business days after prior to April 29, 2016, unless such date is extended in the Closing Date (sole discretion of the "Company or the Investors pursuant to Section 4.1(b), in which case the Stockholder Meeting Deadline"shall be held not later than three business days prior to May 31, 2016 (three business days prior to April 29, 2016 or May 31, 2016, as applicable, being referred to herein as the “Stockholder Meeting Outside Date”), a proxy statementcopy of the Proxy Statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") a proposal providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split issuance of the Common Stock at a rate of one (1) share of Common Stock for Subsequent Closing Shares and Subsequent Closing Warrants and such other matters relating thereto as the Investors may reasonably request, in each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described case in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Nasdaq Stock Market LLC, the Articles of Incorporation of the Company, the Bylaws of the Company and applicable law (such affirmative approval being referred to herein as collectively, the "“Stockholder Approval" ”, and the date such approval the Stockholder Approval is obtained, the "“Stockholder Approval Date"”). As reasonably promptly as practicable after execution of this Agreement, but in no event later than January 25, 2016, the Company shall, in consultation with the Investors, prepare and file with the Securities Exchange Commission (the “Commission”), the preliminary Proxy Statement and related proxy materials in compliance with Section 14 of the Exchange Act. As reasonably promptly as practicable after comments, if any, are received from the Commission thereon and after the furnishing by the Company and the Investors of all information required to be contained therein, the Company shall, in consultation with the Investors, prepare and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend file any required amendments to the Stockholders that they approve Proxy Statement with the ResolutionsCommission. The Company shall be obligated to seek to obtain notify the Stockholder Approval Investors reasonably promptly of the receipt of any comments from the Commission or its staff and of any request by the Stockholder Meeting DeadlineCommission or its staff for amendments or supplements to the Proxy Statement or for additional information and shall consult with the Investors regarding, and supply the Investors with copies of, all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If, despite Prior to filing or mailing the Company's reasonable best efforts, initial Proxy Statement or any proposed amendment of or supplement to the Stockholder Approval is not obtained at the Stockholder MeetingProxy Statement, the Company shall cause an additional provide the Investors a reasonable opportunity to review and comment on such document and shall incorporate therein any reasonable comments of the Investors thereto. The Company shall use its best efforts to have the Proxy Statement cleared by the Commission and shall thereafter mail to the stockholders of the Company as reasonably promptly as possible the Proxy Statement and all other proxy materials for the Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedMeeting.

Stockholder Approval. On or prior to ten The Holder understands and acknowledges that (10a) calendar days after certain provisions and terms contained in the Closing DateCertificate of Designation of Preferences, Rights and Limitations of Series AAA Preferred Stock of Super League Enterprise, Inc. (the “Certificate of Designation”) regarding conversion price adjustments, (b) the availability of certain additional investment rights as set forth in Section 6 of the Subscription Agreements, and (c) the Concurrent Offering and issuance of the Exchange Shares and Sale Shares is conditioned upon, among other things, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated receipt by the SECCompany of (i) the Stockholder Approval, provide each Stockholder of (ii) the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions Series A Consent (as defined below) and of (iii) the Stockholder Approval Series AA Consent (as defined below). In addition to For purposes of this Agreement, (y) “Stockholder Approval” means the foregoing, if required receipt by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (approval, by vote or action by written consent, of a majority of the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense issued and outstanding voting securities of the Company, soliciting each such Stockholder's affirmative vote at voting on an as-converted basis, together as a single class with respect to (1) issuances of Common Stock in excess of the Stockholder Meeting for approval 19.99% or that could otherwise cause a “Change in Control” as required by the applicable Listing Rules of resolutions the Nasdaq Capital Market (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"“Listing Rules”), (y2) a reverse stock split adjustments to the conversion price of the Common Stock at a rate Series AAA Preferred pursuant to Section 7.1(a)(ii) and Section 7.1(a)(iii) of one the Certificate of Designation, and (13) share the potential sale and issuance of Common Stock for each two hundred and fifty (250) shares additional Series AAA Preferred pursuant to the exercise of Common Stock outstanding (additional investment rights set forth in Section 6 of the "Reverse Stock Split") Subscription Agreements; and (z) “Preferred Consents” means the receipt by the Company of the consent of the holders of a majority of each of the Series A Preferred (the “Series A Consent”) and the Series AA Preferred (“Series AA Consent”), each of the Series A Preferred and Series AA Preferred each voting as each series’ own class, to consent to the creation of a parity security, as well as the receipt by the Company of the consent of the holders of a majority of each series of Series AA Preferred, voting as separate classes, to the potential issuance of all securities below the conversion price floor of each respective subseries of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSeries AA Preferred.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under If required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions Eligible Market (as defined below) and of the Stockholder Approval (as defined belowor any successor entity). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at hold a special or meeting of stockholders (which may also be at the annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called stockholders) as promptly soon as practicable after the date hereofpracticable, but in no event later than seventy-three five (7375) days following the date on which two (2) conversions of Preferred Shares by the Buyers would require approval of the Company’s stockholders pursuant to the rules and regulations of the Eligible Market, for the purpose of obtaining the Stockholder Approval (as defined below); provided, however, such date shall be increased by an additional thirty (30) calendar days after in the Closing Date (event that the "Stockholder Meeting Deadline")Company receives comments to its proxy statement from the SEC, a proxy statement, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company’s board of directors that such proposal be approved, soliciting each and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such Stockholder's affirmative proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every three (3) months thereafter to seek Stockholder Meeting for Approval until the date the Stockholder Approval is obtained. Prior to any such stockholder meeting, the Company shall timely file a proxy statement pursuant to Section 14(a) of the 1934 Act in compliance in all material respects with the provisions of its Bylaws and all applicable law. The Company shall not be required to issue any Conversion Shares if such issuance would cause the Company to be required to obtain the Stockholder Approval either pursuant to the rules and regulations of the Trading Market or otherwise until such Stockholder Approval has been obtained. As used herein, “Stockholder Approval” means the approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split such number of the Common Stock at a rate holders of one (1) share of Common Stock for each two hundred and fifty (250) the outstanding shares of Common Stock outstanding (the "Reverse Stock Split") Company’s voting securities as required by its Bylaws and (z) the Nevada Revised Statutes, to ratify and approve all of the transactions contemplated by the Transaction Documents, including the issuance of all of the Securities Securities, all as described in may be required by the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Eligible Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"or any successor entity), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall prepare and file with the SEC andSEC, as soon promptly as possible as permitted under practicable after the applicable rules and regulations promulgated by the SECdate hereof but in no event later than July 15, provide each Stockholder of the Company with 2006, an information statement complying with (the requirements of the 1934 Act and “Information Statement”), substantially in the form that has been previously reviewed by and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form is reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP Buyers and a counsel of their choice at the expense of the Company, soliciting each not to exceed $10,000, informing the stockholders of the Company of the receipt of the consents of the requisite stockholders (the “Stockholder Consent” and the date such Stockholder's affirmative vote at Stockholder consent is effective pursuant to applicable law and regulation, the “Stockholder Meeting for approval of Consent Effective Date”) including resolutions (the "“Resolutions"”) providing for (x) approving the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities Se curities as described in the Transaction Documents and the Xxxxxxxxx Agreement, including, without limitation, the Notes, the Conversion Shares, the Warrants, the Warrant Shares and the Xxxxxxxxx Shares, in accordance with applicable law and the rules and regulations of the Principal Market Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or annual meeting of the stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the earlier to occur of (i) the date of the first meeting of the stockholders of the Company held after the Closing Date and (ii) October 31, 2006 (the “Stockholder Meeting Deadline”) soliciting each such stockholder’s affirmative vote for approval of, to the extent not previously adopted, the resolutions set forth in the Stockholder Consent (such affirmative affirmat ive approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than July 31, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense Buyers. The proxy statement, if any, shall solicit each of the Company, soliciting each such Stockholder's ’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to October 31, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On The affirmative waiver or prior consent of (i) the holders of a majority of the Company’s outstanding Registrable Securities (as such term is defined in that certain Amended and Restated Registration Rights Agreement, dated as of August 15, 1999, by and among the Company, those individuals and entities set forth on the Schedule of Rights Holders attached thereto as Exhibit A and the holders of warrants to ten purchase the Company’s Series H Preferred Stock set forth on the Schedule of Warrantholders attached thereto as Exhibit B, and as further amended by that certain Notice, Waiver and Amendment of Registration Rights dated as of July 23, 2001) and (10ii) calendar days after the Closing Dateholders of a majority of the Company’s outstanding Registrable Securities (as such term is defined in that certain Investor Rights Agreement, dated as of October 31, 1997, by and among the Company shall file and those individuals and entities set forth on the Schedule of Investors attached thereto as Exhibit A and those option holders set forth on the Schedule of Option Holders attached thereto as Exhibit B, and as further amended by that certain Notice, Waiver and Amendment of Registration Rights dated as of July 23, 2001) approving the execution and delivery of the Registration Rights Agreement and waiving all piggy-back registration rights with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated respect to any registration statement filed by the SEC, provide each Stockholder Company pursuant to the Registration Rights Agreement (the “Company Registration Right Holder Consent”) is the only vote or consent of the holders of any class or series of capital stock or other equity interests of the Company with an information statement complying with required prior to the requirements First Closing. The affirmative vote or consent of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense holders of the Company informing such Stockholders a majority of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding present in person or represented by proxy at a meeting of the Company’s stockholders and entitled to vote, excluding Shares issued to Purchaser pursuant to this Agreement, pursuant to Rule 4350(i)(6) promulgated by the National Association of Securities Dealers, Inc. (the "Reverse Stock Split"“Company Stockholder Approval”) and (z) is the issuance of all only vote or consent of the Securities as described in holders of any class or series of capital stock or other equity interests of the Company necessary to approve this Agreement, the other Transaction Documents in accordance with applicable law and the rules and regulations consummation of the Principal Market (such affirmative approval being referred transactions contemplated hereby and thereby prior to herein as the "Stockholder Approval" and Second Closing. Except for the date such approval is obtained, the "Stockholder Approval Date"), Company Registration Right Holder Consent and the Company shall use its reasonable best efforts to solicit its Stockholders' approval Stockholder Approval, no vote or consent of such Resolutions and to cause the Board holders of Directors any class or series of capital stock or other equity interests of the Company is necessary to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthis Agreement, the Stockholder Approval is not obtained at other Transaction Documents and the Stockholder Meeting, consummation of the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedtransactions contemplated hereby and thereby.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the seventy-fifth (75th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than August 15, 2023 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to November 1, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than June 15, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to September 15, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten five (105) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On The Company and Investor agree that until the Company obtains the Requisite Stockholder Approval ( as defined below) of the issuance of the Pre-Funded Warrant Shares, no Pre-Funded Warrant Shares will be issued or prior delivered upon any proposed exercise of the Pre-Funded Warrant, and the Pre-Funded Warrant will not be exercisable to ten the extent, that such issuance, delivery, exercise or exercisability would result in the Investor or a “person” or “group” (10within the meaning of Section 13(d)(3) calendar days after of the Closing DateExchange Act) beneficially owning in excess of nineteen and ninety-nine-one-hundredths percent (19.99%) of the then-outstanding Common Stock (the restrictions set forth in this sentence, the “Beneficial Ownership Limitation”). For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. “Requisite Stockholder Approval” means the stockholder approval contemplated by Rule 5635 of the Nasdaq Stock Market listing rules with respect to the issuance of Pre-Funded Warrant Shares upon exercise of the Pre-Funded Warrant in excess of the limitations imposed by such rule. The Company shall file with the SEC andcovenants, as soon as possible as permitted under practicable following the applicable rules and regulations promulgated by date of this Agreement, that it shall hold an annual or special meeting of stockholders (the SEC, provide each “Stockholder Meeting”) for the purpose of obtaining the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken Requisite Stockholder Approval in accordance with the Resolutions (as defined below) and Rule 5635 of the Nasdaq Stock Market listing rules and to use its reasonable best efforts to hold such Stockholder Approval Meeting no later than one hundred and twenty (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after 120) days following the date hereof, but in no event later than seventy-three of this Agreement (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty days (250150) shares of Common Stock outstanding (if the "Reverse Stock Split") and (z) SEC reviews the issuance of all of proxy statement for the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"annual or special meeting), and the . The Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions obtain the Requisite Stockholder Approval and to shall cause the Board of Directors of the Company to recommend to the Stockholders stockholder that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadlinesuch matter. If, despite the Company's ’s reasonable best efforts, the efforts Requisite Stockholder Approval is not obtained at the Stockholder Meetingeffected on or prior to May 5, 2022, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every six (6) months thereafter until such Requisite Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten To the extent the conversion of the Notes and/or the exercise of the Warrants, as applicable, would result in Xxxxxxx holding more than a twenty percent (1020%) calendar days after the Closing Date, interest in the Company and the Company does not have a sufficient number of authorized shares of Common Stock to effect such conversion and/or exercise, Xxxxxxx shall file with provide the SEC andCompany prior notice of its intent to effect such conversion and/or exercise, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, applicable. The Company shall provide each Stockholder stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company with an information statement complying with the requirements following such determination, provided that such annual meeting is scheduled for a date within sixty (60) days of the 1934 Act Company’s receipt of such notice from Xxxxxxx, or (y) a special meeting of stockholders of the Company (a “Stockholder Meeting”), which shall be promptly called and held within sixty (60) days of the Company’s receipt of such notice from Xxxxxxx, a proxy statement, substantially in the a form that has which shall have been previously reviewed and approved by counsel to the Investors and Sxxxxxx Rxxx & Zxxxx LLP Buyers, at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no any event later than seventy-three (73) calendar days after such expense not to exceed $5,000 without the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense prior written approval of the Company, ; soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadlinesuch resolutions. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at the a Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held once in each of the three subsequent calendar quarter quarters thereafter until such Stockholder Approval is obtained. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three 90 calendar days after the Closing), an information statement with respect thereto or (73y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 90 calendar days after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of (x) the increase in the authorized Common Stock shares of the Company from 400,000,000 shares 50,000,000 to 1,000,000,000 shares (the "Capital Increase")150,000,000, (y) at such future date as the board of directors of the Company shall determine, a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") no less than 1:2, but up to 1:100 and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtainedobtained and effective, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to 180th calendar quarter day after the Closing. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Notes are then convertible (without regard to any limitations on conversion) is greater than fifty percent (50%) of the Exchange Cap (as defined in the Notes), then upon the request of the holders of at least a majority of the Notes then outstanding, the Company shall file solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares as set forth in this Agreement, and the Notes in accordance with the SEC andrules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall hold a meeting of its stockholders as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventysixty-three five (7365) calendar days after the Closing Stockholder Approval Triggering Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall draft a notice of meeting and information circular at least ten (10) days prior to the required deadline for distribution to the intermediaries of beneficial stockholders (the “Information Circular Deadline”) and each Purchaser, as well as one counsel selected by the holders of a majority of the aggregate principal amount of the Notes then outstanding, shall be obligated entitled to seek review, at least seven (7) days prior to obtain distribution to the Stockholder Approval stockholders, such information circular, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company fails to distribute the information circular referred to above by the Information Circular Deadline or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Notes an additional amount in cash equal to the product of (i) the aggregate principal amount of all Notes held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Information Circular Filing Due Date and prior to the date that the information circular referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the information circular or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Information Circular Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Stockholder Approval. On or prior to ten (10) calendar days As soon as practicable after the Closing Subscription Date, but in any event no later than seventy-five (75) days thereafter, the Company shall file with hold a meeting of its stockholders to seek approval of a waiver of the SEC Exchange Cap and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SECif needed, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially increase in the form authorized number of shares of Common Stock to ensure that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at number of authorized shares is sufficient to meet the expense Required Reserve Amount (approval of all such proposals, the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the “Stockholder Approval (as defined belowApproval”). In addition to the foregoing, if required by any governmental or regulatory agencyconnection with such meeting, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholder of the Company with a proxy statement in compliance with applicable SEC rules and regulations and shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommend to the Company’s stockholders that they approve such proposal(s). In the event the Company is prohibited from issuing shares of Common Stock pursuant to the conversion of the Notes and/or the exercise of the Warrants due to the Exchange Cap Limitation and the Company fails to obtain Stockholder Approval as required by this Section 4(z)(iii), then, in lieu of issuing and delivering to each Buyer seeking to exchange or convert its Purchased Securities such number of shares of Common Stock that is determined to be unavailable for issuance upon the conversion or exercise of Purchased Securities (the "Stockholder Meeting"“Exchange Cap Excess Shares”), which the Company shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable pay cash to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at Buyer the Stockholder Meeting for approval sum of resolutions (the "Resolutions") providing for (x) the increase product of (A) such number of Exchange Cap Excess Shares and (B) the greatest Closing Sale Price (as defined in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (yNotes) a reverse stock split of the Common Stock at a rate on any Trading Day during the period commencing on the date the Buyer delivers the applicable Redemption Notice (as defined in the Notes) with respect to such Exchange Cap Shares to the Company and ending on the date of one such payment under this paragraph and (1y) share of Common Stock for each two hundred and fifty to the extent the Buyer purchases (250in an open market transaction or otherwise) shares of Common Stock outstanding (to deliver in satisfaction of a sale by the "Reverse Stock Split") Buyer of Exchange Cap Excess Shares, any brokerage commissions and (z) the issuance of all other out-of-pocket expenses, if any, of the Securities as described Buyer incurred in connection therewith. For the Transaction Documents in accordance with avoidance of doubt, if the Company is required to and fails to obtain Stockholder Approval, the Exchange Cap shall be applicable law for all purposes of this Agreement and the rules and regulations transactions contemplated hereby at all times during the term of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedthis Agreement.

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, Warrant Shares and Interest Shares (as defined in the Notes) previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Notes are then convertible (without regard to any limitation on conversion), plus (iii) the remaining number of Warrant Shares into which the outstanding Warrants are then exercisable (without regard to any limitation on exercise), is greater than fifty percent (50%) of the Exchange Cap (as defined in the Notes), then the Company shall solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares and Warrant Shares, as set forth in this Agreement, the Notes and the Warrants in accordance with the rules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Company’s Board of Directors that such proposal be approved. The Company shall file with the SEC anda preliminary version of the proxy statement to be provided by the Company to its stockholders in connection with soliciting Stockholder Approval as soon as possible, but in no event later than thirty (30) days after the Stockholder Approval Triggering Date (the “Proxy Statement Filing Due Date”), and each Buyer and a counsel of its choice shall be entitled to review, prior to filing with the SEC, such proxy statement, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall hold a meeting of its stockholders as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three five (7375) calendar days after the Closing Stockholder Approval Triggering Date (the "“Stockholder Meeting Deadline"”), a . If the Company fails to file the proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being statement referred to herein as above by the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use Proxy Statement Filing Due Date or fails to hold a meeting of its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Notes an additional amount in cash equal to the product of (i) the aggregate principal amount of all Notes held by such holder, multiplied by (ii) .02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and prior to the date that the proxy statement referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the proxy statement or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Proxy Statement Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Stockholder Approval. On or prior to ten (10) calendar days after In the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form event that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition ) is required pursuant to the foregoing, if required by any governmental or regulatory agencyrules of The NASDAQ National Market (the “Principal Market”) for the issuance of a number of Common Shares greater in the aggregate than 19.99% of the number of Common Shares outstanding on the date hereof, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual the next meeting of Stockholders stockholders of the Company (the "Stockholder Stockholders Meeting"), which meeting shall be called as promptly as practicable after occur on or before ninety (90) days from the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date of such determination (the "Stockholder “Stockholders Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP statement soliciting each such stockholder’s affirmative vote at the expense such stockholder meeting for approval of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the ’s issuance of all of the Securities as described in the Transaction Documents such Common Shares in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions and to cause the Board of Directors issuance of the Company to recommend to Securities. If the required Stockholder Approval is not obtained at the Stockholders that they approve Meeting, the Resolutions. The Company will call a special meeting of stockholders within 90 days of the Stockholders Meeting (such special meeting, a "Special Meeting") and shall be obligated provide each stockholder entitled to seek to obtain vote at the Special Meeting a proxy statement soliciting each such stockholder’s affirmative vote for the Stockholder Approval by the Stockholder Meeting Deadlineat such Special Meeting. If, despite the Company's reasonable best efforts, If the Stockholder Approval is not obtained at the Stockholder Special Meeting, the Company shall cause an additional will continue to call special meetings of stockholders every ninety (90) days and solicit the Stockholder Meeting to be held Approval at each calendar quarter thereafter such meeting, until the Stockholder Approval is obtained.. ARTICLE FIVE INTENTIONALLY LEFT BLANK ARTICLE SIX

Stockholder Approval. On or prior The Company acknowledges that it only has sufficient authorized capital to ten issue the Securities (10) calendar days after and the Closing Datewarrants to be issued to the Company's placement agent in connection with the issuance of the Securities as set forth on Schedule 4.20 hereof). Accordingly, the Company hereby covenants not to issue any additional shares of Common Stock or Common Stock Equivalents or to take any action that would result in the issuance of any Anti-Dilution Shares or Warrant Shares prior to taking any and all necessary action to increase its authorized capital to provide for the issuance of any such additional shares of Common Stock or Common Stock Equivalents (including the Anti-Dilution Shares and additional Warrant Shares issuable as a result thereof). The Company shall file obtain, on or before January 14, 2004, approval of the Company's stockholders, in accordance with the SEC and, and as soon as possible as permitted under the may be required by New Jersey law and any applicable rules and or regulations promulgated by of the SECOTCBB, provide each Stockholder to increase the authorized capital of the Company with an information statement complying with to a sufficient number to enable the requirements of the 1934 Act Company to issue any and substantially in the form all Anti-Dilution Shares and additional Warrant Shares that has been previously reviewed and approved by may from time to time become issuable to the Investors and Sxxxxxx Rxxx & Zxxxx LLP at pursuant to this Agreement or the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Warrants (the "Stockholder MeetingApproval"), which . The Company shall be called as furnish to each Investor and its legal counsel promptly as practicable after the date hereof, (but in no event later less than seventy-three two (732) calendar days after Business Days) before the Closing Date (same is filed with the "Stockholder Meeting Deadline")SEC, a proxy statement, in a form reasonably acceptable one copy of the information statement relating to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")and any amendment thereto, and the Company shall use its reasonable best efforts deliver to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors each Investor promptly each letter written by or on behalf of the Company to recommend the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such information statement (other than any portion thereof which contains information for which the Stockholders that they approve Company has sought confidential treatment). The Company will promptly (but in no event more than three (3) Business Days) respond to any and all comments received from the ResolutionsSEC (which comments shall promptly be made available to each Buyer). The Company shall be obligated to seek to obtain comply with the filing and disclosure requirements of Section 14 under the 1934 Act in connection with the Stockholder Approval Approval. The Company represents and warrants that its Board of Directors has approved the proposal contemplated by this Section 7.12 and shall indicate such approval in the information statement used in connection with the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedApproval.

Stockholder Approval. On or prior The Company shall call a meeting of its stockholders to ten be held as promptly as practicable (10) calendar but in any event no later than 90 days after the Closing Date, ) for the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules purpose of voting upon and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions approving (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (xi) the increase in the number of authorized shares of the Company's Common Stock from 400,000,000 shares to 1,000,000,000 shares a number sufficient to provide for (A) the issuance and conversion of the Preferred Shares issuable upon conversion of the Notes (as defined in the Exchange Agreement (as defined herein)) issued pursuant to the Exchange Agreement, (B) the exercise of all of the Warrants issued by the Company to the holders of the Notes upon conversion thereof into Preferred Shares in exchange for outstanding warrants held by such holders (the "Capital IncreaseNEW SERIES B WARRANTS"), and (C) the conversion or exercise of all other outstanding securities of the Company that are convertible into or exercisable for shares of Common Stock (the "AUTHORIZED STOCK APPROVAL"), (yii) a reverse stock split to approve the conversion of the Common Stock at a rate Notes into Preferred Shares and the issuance of one the New Series B Warrants, in accordance with Rule 4350(i) of the NASD or any similar rule (1the "NASD RULE APPROVAL"), and (iii) share to amend the Certificate of Common Stock for each two hundred and fifty Designation to include (250a) the right of the Company to pay any premium payments due thereunder in either cash or shares of Common Stock outstanding at the Company's election and (b) the same anti-dilution protections as are currently afforded to the Company's Series A Convertible Preferred Stock pursuant to Article XI, Section G of the Certificate of Designations, Preferences and Rights related thereto (the "Reverse SERIES C AMENDMENT APPROVAL" and, together with the Authorized Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law Approval and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder NASD Rule Approval" and the date such approval is obtained, the "Stockholder Approval DateSTOCKHOLDER APPROVAL"), and the . The Company shall recommend to its stockholders approval of such matters. The Company shall use its reasonable best efforts to solicit from its Stockholders' approval stockholders proxies in favor of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek matters sufficient to obtain the Stockholder Approval (including any such approval required by the Stockholder Meeting DeadlineNASD), and shall vote such proxies, and shall use its best efforts to cause all "affiliates" (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) of the Company to vote any shares of Common Stock beneficially owned by such persons or entities, in favor of such matters. IfIn the event and upon obtaining the Series C Amendment Approval, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, (x) the Company shall cause prepare and, subject to the approval of the holders of Preferred Shares in accordance with the Certificate of Designation, file an amendment to the Certificate of Designation to include such additional Stockholder Meeting provisions, and (y) provided that the stockholders have approved all of the amendments described in clause (ii) of this Section 4(r), the Purchasers shall, in their capacity as holders of Preferred Shares, consent to be held each calendar quarter thereafter until Stockholder Approval is obtainedsuch amendment.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three 90 calendar days after the Closing), an information statement with respect thereto or (73y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the one hundred and twentieth (120th) calendar days day after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and twentieth (120th) calendar quarter day following the failure to obtain Stockholder Approval. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or If, as determined at the time this Agreement is executed and delivered by the Company and the Buyers (the “Execution Time”), the Conversion Price is less than the greater of (i) the Closing Bid Price immediately prior to ten the Execution Time and (10ii) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder book value of a share of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken Common Stock (determined in accordance with the Resolutions (as defined below) rules and regulations of the Stockholder Approval (as defined below). In addition to Principal Market) at the foregoingExecution Time, or if otherwise required by any governmental or regulatory agencythe Principal Market, then the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "each, a “Stockholder Meeting"”), which shall be called as promptly as practicable after the date hereof, but in held no event later than seventy-three sixty (7360) calendar days after the First Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to statement (the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, “Proxy Statement”) soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval adoption of resolutions (the "“Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) approving the issuance of all of the Securities Conversion Shares and the Interest Shares as described in the Transaction Documents in accordance with applicable law law, the provisions of the Bylaws and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" ” and the date such approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval stockholders’ adoption of such the Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve adopt the Resolutions. “Closing Bid Price” means the last closing bid price for a share of the Common Stock on the Principal Market as reported by Bloomberg, L.P. The Company Proxy Statement shall be obligated contain such disclosures relating to seek the Resolutions and the issuance of the Conversion Shares and the Interest Shares as are required by the SEC’s Schedule 14A and reasonably acceptable to obtain the Buyers after review by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at the expense of the Company. If Stockholder Approval by the Stockholder Meeting Deadline. Ifis required pursuant to this Section 4(v) and, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the a Stockholder Meeting, then the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. If Stockholder Approval is required pursuant to this Section 4(v), then, pursuant to the Principal Market rules, each of the Buyers acknowledges that the Interest Shares and/or Conversion Shares acquired prior to the Stockholder Approval may not be voted for the Resolutions at the Stockholder Meeting.

Stockholder Approval. On or prior The Company covenants and agrees to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' obtain the approval of such Resolutions and its stockholders (“Stockholder Approval”) at its next annual meeting of stockholders to cause authorize the Board issuance of Directors shares of Common Stock upon conversion of the Company to recommend Notes in excess of 19.99% of the number of shares of Common Stock outstanding immediately prior to the Stockholders that they approve Closing Date, which is 9,468,758 shares of Common Stock (the Resolutions“Issuable Maximum”). The Company shall not issue any shares of Common Stock or any securities exercisable, convertible or exchangeable for shares of Common Stock at a price per share below the Conversion Price (as defined in the Notes) until the date of the first stockholder’s meeting in which the Company shall seek the approval of the stockholders to issue shares of Common Stock in connection with a conversion of the Notes in excess of 19.99% except for shares of Common Stock or options to purchase shares of Common Stock granted or issued pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist. Upon the Company’s receipt of Stockholder Approval, the Company shall only be obligated to seek to obtain issue shares of Common Stock in excess of the Stockholder Approval by Issuable Maximum upon the Stockholder Meeting Deadlineapproval of the Nasdaq SmallCap Market. If, despite The Company agrees that all of the Company's reasonable best efforts, officers and directors of the Company that hold shares of Common Stock shall vote in favor of the issuance of shares of Common Stock in excess of the Issuable Maximum. In the event that Stockholder Approval is not obtained at by the Stockholder MeetingCompany’s next annual meeting of stockholders, the Purchasers shall have the right on a Conversion Date (as such term is defined in the Note) to have the Company prepay in cash such portion of the outstanding principal amount of the Notes plus all accrued but unpaid interest that would have been issued in shares of Common Stock upon conversion but for such number of shares being in excess of the Issuable Maximum. In the event that any Purchaser exercises the prepayment right, such Purchaser shall provide written notice to the Company and the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedpay in cash the prepayment price within five (5) business days following receipt of such written request by such Purchaser.

Stockholder Approval. On or prior The Company covenants and agrees to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules solicit in its Proxy Statement and regulations promulgated by the SEC, provide each Stockholder Notice of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Annual Meeting stockholder approval (the "Stockholder MeetingApproval") to authorize: (1) the issuance of shares of Common Stock upon conversion of the Preferred Shares, the exercise of the Warrants, the exercise of the warrant issued to the Company's placement agent (the "Placement Agent Warrant"), which shall be called the conversion of the Other Preferred Shares, and the exercise of the Other Warrant in connection with this Agreement and the Other Purchase Agreement, as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statementapplicable, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of 19.99% of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval number of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding immediately prior to the date hereof (the "Reverse Stock SplitCap Amount") ), and (z2) an amendment to its Certificate increasing the number of authorized shares of Common Stock from 75,000,000 to 100,000,000 (the "Charter Amendment"). The number of shares of Common Stock equal to (i) the issuance Cap Amount minus (ii) the number of all shares of Common Stock issuable upon exercise of the Securities Placement Agent Warrant as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being Closing Date, is referred to herein as the "Stockholder Approval" Issuable Maximum". Each Purchaser's and the date such approval Other Purchaser's pro rata portion of the Issuable Maximum based upon the number of shares of Common Stock issuable upon conversion or exercise of all Preferred Shares and Warrants issued and sold at the Closing and upon conversion or exercise of all the Other Preferred Shares and the Other Warrant issued and sold at the closing under the Other Purchase Agreement is obtainedset forth on Schedule 3.16 hereto (as proportionately adjusted for stock splits, reverse stock splits and stock combinations, the "Stockholder Approval DatePro Rata Maximum"), and . The Company shall file its Preliminary Proxy Statement no later than five (5) days following the date that the Company has been advised by the Commission that the Form 10-K is no longer under review. The Company shall use its reasonable best efforts to solicit hold its Stockholders' approval 2003 Annual Stockholder's Meeting (the "Annual Meeting") no later than July 15, 2003 (the "Annual Meeting Date"); provided, however, that the Annual Meeting Date shall be extended in the event that the Commission provides comments to the Company's Preliminary Proxy Statement or other Commission Documents in connection with the Commission's review of the Preliminary Proxy Statement that causes a delay in soliciting the Stockholder Approval and holding the Annual Meeting by July 15, 2003. The Annual Meeting Date shall be extended for only such Resolutions and to cause the Board of Directors of time that is reasonably necessary for the Company to recommend obtain the approval of the Commission to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain proceed with soliciting the Stockholder Approval by and holding the Stockholder Meeting DeadlineAnnual Meeting, but in no event later than August 15, 2003. If, despite the Company's reasonable best efforts, the If Stockholder Approval is not obtained at with respect to subclause (1) of the first sentence above by August 15, 2003, each Purchaser and the Other Purchaser shall have the option to cause the Company to redeem Preferred Shares or Other Preferred Shares and a portion of the Warrant or the Other Warrant of such Purchaser or the Other Purchaser, as the case may be (referred to herein as such Purchaser's or the Other Purchaser's "Excess Redemption Securities"), that, as of the Closing, were convertible or exercisable into the number of shares of Common Stock that was in excess of such Purchaser's or the Other Purchaser's Pro Rata Maximum (such Purchaser's or the Other Purchaser's "Excess Conversion Shares"). The portion of the Warrant or the Other Warrant included in such Purchaser's or the Other Purchaser's Excess Redemption Securities represents 1/3 of such Purchaser's or the Other Purchaser's Excess Conversion Shares being redeemed. The redemption price for the Excess Redemption Securities for any Purchaser or the Other Purchaser shall be equal to the greater of (a) the Liquidation Preference Amount (as defined in the Certificate of Designation) of the Preferred Shares or Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchaser plus accrued and unpaid dividends thereon and (b) the amount equal to the product of (i) the quotient of (A) the Liquidation Preference Amount of the Preferred Shares and the Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchaser plus accrued and unpaid dividends thereon divided by (B) the Conversion Price (as defined in the Certificate of Designation) multiplied by (ii) the average of the closing price of the Common Stock for the ten (10) trading days immediately preceding the date of such redemption, and shall be payable upon surrender to the Company by such Purchaser or the Other Purchaser of the certificates, Warrants or the Other Warrant representing such Purchaser's or the Other Purchaser's Excess Redemption Securities. No Purchaser shall be entitled to cause the Company to redeem any of its Excess Redemption Securities under this Section 3.16 unless the Company shall have received written notice of such Purchaser's election to require such redemption within 30 days following the Annual Meeting. With respect to the Stockholder MeetingApproval required to be obtained to file the Charter Amendment pursuant to subclause (2) above, the Company shall cause an additional file the Charter Amendment within one business day of receipt of such Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedApproval.

Stockholder Approval. On If the Common Stock is listed on an Eligible Market other than the Principal Market (the “New Principal Market”) and the issuance of the Common Shares, Conversion Shares, the Interest Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or prior to ten (10) calendar days after regulations of the Closing DateNew Principal Market, then the Company shall file with obtain the SEC and, approval of its stockholders as soon as possible as permitted under required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements New Principal Market for issuances of the 1934 Act Conversion Shares, Warrant Shares and substantially Interest Shares in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below)amount. In addition to the foregoing, if required by any governmental or regulatory agencyAt such time, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar 75 days after the Closing Date earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, any limitation imposed by the New Principal Market on the issuance of Conversion Shares or Warrant Shares (the "“Stockholder Meeting Deadline"”), a proxy statement, substantially in a the form reasonably acceptable to which has been previously reviewed by the Investors after review by Buyers and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market (and such affirmative approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every six (6) months thereafter until such Stockholder Approval is obtainedobtained or the Notes are no longer outstanding.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as As soon as possible as permitted under reasonably practicable following the applicable rules and regulations promulgated by the SEC, provide each Stockholder date of issuance of the Company with an information statement complying with the requirements of the 1934 Act California Permit, and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (fifth Business Day thereafter, the "Stockholder Meeting Deadline"), a proxy statementCompany shall, in a form reasonably acceptable to accordance with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at DGCL, the expense California Code, other applicable Law, and its certificate of incorporation and bylaws of the Company, soliciting each such Stockholder's affirmative vote at for the Stockholder Meeting for purpose of obtaining the approval and adoption of resolutions this Agreement by the stockholders of the Company, shall solicit the written consent of (the "Resolutions") providing for (xi) the increase in holders of a majority of the authorized outstanding shares of Company Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase")and Company Preferred Stock voting as a single class, (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (zii) the issuance holders of all of the Securities outstanding shares of Company Preferred Stock voting as described in a separate class (collectively, the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Company Stockholder Approval" and the date such approval is obtained”). Unless this Agreement shall have been terminated pursuant to Section 8.1, the "Stockholder Approval Date"), and the Company shall use submit this Agreement to its reasonable best efforts stockholders for adoption whether or not the Company’s board of directors determines at any time subsequent to solicit declaring its Stockholders' approval advisability that this Agreement is no longer advisable and recommends that its stockholders reject it. The materials submitted to the stockholders of such Resolutions the Company in respect of the Merger shall have been subject to prior review and comment by Parent and shall include (1) information regarding the Company, the terms of the Merger and this Agreement, (2) subject to cause the Board right of Directors the board of directors of the Company to recommend make a Qualifying Amendment, the unanimous recommendation of the board of directors of the Company that the Company’s stockholders adopt this Agreement, (3) subject to the Stockholders right of the board of directors of the Company to make a Qualifying Amendment, the conclusion of the board of directors of the Company that they approve the Resolutions. The Company shall be obligated to seek to obtain terms and conditions of this Agreement and the Stockholder Approval by Merger are advisable, fair to, and in the Stockholder Meeting Deadline. Ifbest interests of, despite the Company's reasonable best efforts’s stockholders, and (4) such other documents as may be required to satisfy the Stockholder Approval is not obtained at requirements of applicable securities laws, including the Stockholder MeetingSecurities Act, in connection with the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedissuance and sale of Parent Common Stock in the Merger.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Initial Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than April 1, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively, assuming all Additional Notes have been issued hereunder and all adjustments with respect to such issuances shall have been made to the Warrants, as applicable) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to June 30, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every three months thereafter until such Stockholder Approval is obtained. To the extent the Company obtains the Stockholder Approval through the written consent of the Company’s stockholders, solely for purposes of issuance of the First Additional Mandatory Closing Notice, Stockholder Approval shall be deemed to have been received upon the mailing of the definitive information statement to the stockholders pursuant to Regulation 14C of the 1934 Act with the SEC.

Stockholder Approval. On If on any date following the Closing Date (the “Stockholder Approval Triggering Date”) the sum of (i) the number of Conversion Shares and Warrant Shares previously issued by the Company, plus (ii) the remaining number of Conversion Shares and Warrant Shares issuable under the Note and Warrant (without regard to any limitations on beneficial ownership or prior to ten on the amount which may be converted, exercised or exchanged) is greater than seventy-five percent (1075%) calendar days of the Maximum Share Issuance (as defined in the Note), then the Company shall hold a meeting of the Company’s stockholders (“Stockholder Meeting) at the earliest practical date after the Stockholder Approval Triggering Date and shall propose and solicit a vote of or written consent by the requisite number of stockholders of the Company under applicable corporate law, in accordance with the Company’s Certificate of Incorporation and By-Laws, and in accordance with the applicable rules and regulations of Nasdaq and the SEC, which approves the transactions contemplated hereby, including the issuance of any and all Conversion Shares and Warrant Shares equal to and in excess of twenty percent (20%) of the Common Stock and voting power of the Company outstanding before the Closing Date (“Stockholder Approval”). Within thirty (30) days following the Stockholder Approval Triggering Date, the Company shall file with the SEC andand deliver to its stockholders a notice of meeting and proxy statement or information circular, as soon as possible as permitted under the applicable rules and regulations promulgated required by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing respect to such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), which contains a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the proposal seeking Stockholder Approval. Such Stockholder Meeting for approval of resolutions shall occur within sixty (60) days following the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval filing of such Resolutions and to cause the proxy statement or information circular. The Board of Directors of the Company to shall recommend to the Stockholders Company’s stockholders that they approve such proposal be approved, which recommendation shall be contained in such proxy statement or information circular, and the ResolutionsCompany shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement (or as typically solicited by management for management proposals), and all management-appointed proxy holders shall vote their proxies in favor of such Stockholder Approval. The Company Purchaser and its counsel shall be obligated entitled to seek review such proxy statement or information circular prior to filing with the SEC, and such proxy statement or information circular shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company does not obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the first such Stockholder Meeting, the Company shall cause an additional call a Stockholder Meeting every four months thereafter to be held each calendar quarter thereafter seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtainedobtained or no Securities remain outstanding. If the Company fails to (i) file the proxy statement or information circular referred to above or (ii) hold the Stockholder Meeting referred to above, in each case prior to the date by which such filing or meeting is required above, then such failure shall constitute an Event of Default under the Note, and the Purchaser shall have the right to compel the Company to redeem the Warrant at the value of such Warrant determined using the Black-Scholes Option Pricing Model via Bloomberg, provided that such Warrant valuation shall not exceed $250,000.

Stockholder Approval. On or prior Penthouse and other Company stockholders holding in excess of 50% of the outstanding shares of Company Common Stock have provided the Company with irrevocable and unconditional written approvals and consents to ten all of the Transactions, including, without limitation (i) the transactions contemplated by the GMI Stock Purchase Agreement, (ii) consummation of the iBill Acquisition, (iii) an amendment to the Certificate of Incorporation of the Company that, inter alia, shall increase the authorized Common Stock to 250.0 million shares of Common Stock, (iv) the sale and issuance of the 10% Notes, the Warrants, the Series E Preferred Stock, the Series F Senior Preferred Stock, the Series G Preferred Stock, and the other Warrant Shares, and (v) calendar days after all of the related transactions described herein (the “Stockholder Approval”). The term “Stockholder Approval” shall also include the filing and approval of a listing application for the additional shares of the Company’s Common Stock to be issued upon conversion of the 10% Notes, the Series E Preferred Stock, the Series F Senior Preferred Stock and the Series G Preferred Stock, in accordance with the rules of the AMEX. Such Stockholder Approval, in lieu of a special meeting of stockholders, are permissible under Delaware corporate law and pursuant to Section 705 and Section 712 of the rules and regulations of the AMEX. Following the Closing Date, the Company shall file with the SEC andwill, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (Securities Exchange Act of 1934, as defined below) and amended, file a Form 14C Information Statement with the SEC, describing the Transactions and, upon approval of such Information Statement, mail same to the Company stockholders. No further vote or approval is required of Company stockholders receiving such Information Statement. Accordingly, it is anticipated that the “Stockholder Approval” condition to the rights of holders of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency10% Notes, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of Series E Preferred Stock, the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Series F Senior Preferred Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (Series G Preferred Stock to convert such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")Securities into Common Stock, and the Company shall use its reasonable best efforts rights of holders of Warrants and other warrants to solicit its Stockholders' approval of exercise such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall Securities will be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.on or before November 30,

Stockholder Approval. On or prior to ten If at any time (10) calendar days after the Closing Datesuch time, the Company shall file with “Market Cap Threshold Time”) the SEC andaggregate number of Common Shares and Warrant Shares issued (or then issuable) under this Agreement and the Warrants, as soon as possible as permitted under applicable, in each case, without regard to any limitations on exercise set forth in the applicable rules and regulations promulgated by the SECWarrants, provide each Stockholder would equal or exceed 10% of the Company with an information statement complying with the requirements total outstanding shares of the 1934 Act and substantially in Common Stock outstanding on the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense date of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoingthis Agreement, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote then at a special or annual meeting of Stockholders stockholders of the Company with a record date after the date of this Agreement (the "“First Stockholder Meeting"”), which shall be called as promptly as practicable after the date hereof, but in no event held not later than seventy-three (73) calendar days after the Closing Date December 1, 2014 (the "“First Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable the Company shall take all action necessary to obtain the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split its stockholders of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities Common Shares and Warrant Shares issuable under this Agreement and the Warrants, as described applicable, in the Transaction Documents each case, without regard to any limitations on exercise set forth in Warrants, pursuant to and in accordance with the applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”). In connection therewith, the Company shall provide each stockholder entitled to vote at the First Stockholder Meeting a proxy statement soliciting the affirmative vote of the Company’s stockholders necessary to obtain the Stockholder Approval at the First Stockholder Meeting, and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and obtain the Stockholder Approval at the First Stockholder Meeting and to cause the Board of Directors of the Company to recommend recommend, to the Stockholders extent possible consistent with its fiduciary duties under Delaware law, to the Company’s stockholders that they vote to approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by proposal at the First Stockholder Meeting DeadlineMeeting. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at the First Stockholder Meeting, the Company shall cause an additional seek to obtain the Stockholder Approval at each special or annual meeting of stockholders of the Company convened after the First Stockholder Meeting (each such meeting, a “Subsequent Stockholder Meeting”). In connection therewith, the Company shall provide each stockholder entitled to be held each calendar quarter thereafter until vote at a Subsequent Stockholder Meeting a proxy statement soliciting the affirmative vote of the Company’s stockholders necessary to obtain the Stockholder Approval is obtainedat such Subsequent Stockholder Meeting, and the Company shall use its reasonable best efforts to solicit and obtain the Stockholder Approval at such Subsequent Stockholder Meeting and to cause the Board of Directors of the Company to recommend, to the extent possible consistent with its fiduciary duties under Delaware law, to the Company’s stockholders that they vote to approve the Stockholder Approval proposal at such Subsequent Stockholder Meeting.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder of its stockholders entitled to vote at a its next special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), stockholders with a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, statement soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting such stockholder meeting for approval of resolutions the Company's issuance of the Series B-1 Preferred Stock and Common Stock deliverable upon conversion thereof in excess of the Principal Market Limit (the "Resolutions") providing for (x) the increase as defined in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (ySeries B Preferred Articles Supplementary) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as on which the "Stockholder Approval" and the date such approval Company's Common Stock is obtained, the "Stockholder Approval Date")then listed, and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions issuance of the Series B-1 Preferred Stock and the Common Stock deliverable upon conversion thereof and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve such proposal. In the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval event such stockholder approval is not obtained at the Stockholder Meetingfirst special or annual meeting after the date hereof, the Company shall cause an additional Stockholder Meeting to be held seek such approval at each calendar quarter subsequent special or annual meeting of stockholders thereafter until Stockholder Approval so approved. If such stockholder approval is not obtained at the first special or annual meeting of stockholders, until such approval is obtained, any holder of 10% or more of Series B Preferred Stock may at any time, and from time to time, request the Company to solicit interpretive advice from the Principal Market on which the Company's Common Stock is then listed as to whether all or any portion of the Series B-2 Preferred Stock may be converted to Series B-1 Preferred Stock without stockholder approval in accordance with the rules and regulations of the Principal Market. The Company shall solicit such interpretive advice pursuant to such request within ten days and, if the Principal Market provides a favorable response to the effect that conversion may occur without violating the rules and regulations of the Principal Market, then the Board of Directors shall determine that stockholder approval is not required and the Series B-2 Preferred Stock shall convert in accordance with the terms thereof.

Stockholder Approval. On or In the event that Stockholder Approval is required pursuant to the rules of the Principal Market for the issuance of a number of Conversion Shares greater in the aggregate than 19.99% of the number of shares of Common Stock outstanding immediately prior to ten (10) calendar days after the Closing Date, Date (the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below“19.99% Rule”). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual the next meeting of Stockholders stockholders of the Company (the "Stockholder Stockholders Meeting"), which meeting shall be called as promptly as practicable after occur on or before ninety (90) days from the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date of such determination (the "Stockholder “Stockholders Meeting Deadline"”), a proxy statement, in which has been previously reviewed by Xxxxx Xxxxxxx, the Buyers and a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense counsel of the Companytheir choice, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting such stockholder meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions and to cause the Board of Directors issuance of the Company to recommend to Securities. If the required Stockholder Approval is not obtained at the Stockholders that they approve Meeting, the Resolutions. The Company will call a special meeting of stockholders within 90 days of the Stockholders Meeting (such special meeting, a "Special Meeting") and shall be obligated provide each stockholder entitled to seek to obtain vote at the Special Meeting a proxy statement, which has been previously reviewed by Xxxxx Xxxxxxx, the Buyers and a counsel of their choice, soliciting each such stockholder’s affirmative vote for the Stockholder Approval by the Stockholder Meeting Deadlineat such Special Meeting. If, despite the Company's reasonable best efforts, If the Stockholder Approval is not obtained at the Stockholder Special Meeting, the Company shall cause an additional will continue to call special meetings of stockholders every ninety (90) days and solicit the Stockholder Meeting to be held Approval at each calendar quarter thereafter such meeting, until the Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Initial Closing Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the one hundred and twentieth (120th) calendar day after the Initial Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000.00. The proxy statement, if any, shall, among other things, solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and eightieth (180th) calendar quarter day after the Initial Closing Date. If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, provided, that, if applicable, the Company’s obligation to hold additional Stockholder Meetings to obtain the Stockholder Approval shall terminate on the later of (x) Additional Closing Expiration Date, and (y) the date no Notes or Warrants remain outstanding.

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Shares and other Securities previously issued by the Company, plus (ii) the remaining number of Securities into which the outstanding Securities are then convertible, exchangeable or exercisable (without regard to any limitation), is greater than fifty percent (50%) of the any exchange or issuance cap applicable by the Principal Market, then upon the request of the holders of at least a majority of amount or number of any class of Securities outstanding, the Company shall solicit approval by the Company’s stockholders of the Company’s issuance of all of the Securities, as set forth in the Transaction Documents in accordance with the rules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall file with the SEC and, a preliminary version of the proxy statement to be provided by the Company to its stockholders in connection with soliciting Stockholder Approval as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereofpossible, but in no event later than seventy-three twenty (7320) calendar days after the Closing Stockholder Approval Triggering Date (the "Stockholder Meeting Deadline"“Proxy Statement Filing Due Date”), and each Investor, as well as one counsel selected by the holders of a majority of the aggregate principal amount or number of each class of Security then outstanding, shall be entitled to review, prior to filing with the SEC, such proxy statement, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in a form reasonably acceptable order to make the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense statements therein, in light of the Companycircumstances under which they were made, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutionsnot misleading. The Company shall be obligated to seek to obtain hold a meeting of its stockholders as soon as possible but in no event later than sixty (60) days after the Stockholder Approval Triggering Date (the “Stockholder Meeting Deadline”). If the Company fails to file the proxy statement referred to above by the Proxy Statement Filing Due Date or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of each class of Security then outstanding an additional amount in cash equal to the product of (i) the aggregate principal or subscription amount of all Securities held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and prior to the date that the proxy statement referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the proxy statement or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Proxy Statement Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three the earlier of (73x) calendar the date that is 90 days after immediately following the Closing Date and (y) the "date of the meeting of stockholders called to vote for the Merger (such earlier date, the “Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors Buyers after review by Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx LLP Xxxxx LLP, at the expense of the CompanyCompany (provided such expenses are subject to a cap as set forth in Section 4(g) hereof), soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (zi) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law law, the provisions of the Bylaws and the rules and regulations of the Principal Market without giving effect to the Exchange Cap provisions set forth in the Certificate of Designations and the Warrants (such affirmative approval approvals being referred to herein herein, collectively, as the "“Stockholder Approval" ” and the date such approval is obtained, the "“Stockholder Approval Date")”) and (ii) the approval of the Merger, and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions, in each case in conformity with the Merger Agreement. The Company shall be obligated to seek to obtain the Stockholder Approval by no later than the date of the Parent Stockholder Meeting Deadline. If, despite (as defined in the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedMerger Agreement).

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide solicit from each Stockholder holder of Common Stock of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders the holders of Common Stock of the Company (the "Stockholder “Shareholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar days after the Closing Date July 14, 20203 (the "Stockholder “Shareholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP such shareholders’ affirmative vote at the expense Shareholder Meeting for approval of (a) an amendment of the Company’s certificate of incorporation to increase the number of authorized shares of Common Stock from 25,000,000 shares to 40,000,000 shares, and (b) an amendment of the Certificate of Designations of the Series C Senior Convertible Preferred Stock, par value $0.0001, of the Company (i) to extend the maturity date of the Series C Senior Convertible Preferred Stock by an additional two (2) years, (ii) to add an equity cap in respect of the conversion of Series C Senior Convertible Preferred Stock into Common Stock of the Company, soliciting each such Stockholder's affirmative vote at and (iii) to add certain restrictions on the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split ability of the Common Company to issue Series C Senior Convertible Preferred Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtainedcollectively, the "Stockholder Approval Date"“Shareholder Approval”), and the Company shall use its reasonable best efforts to solicit its Stockholders' the approval the holders of Common Stock of such Resolutions resolutions and to cause the Board board of Directors directors of the Company to recommend to the Stockholders holders of Common Stock that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval Upon receipt by the Stockholder Meeting Deadline. If, despite Company of the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder MeetingShareholder Approval, the Company shall cause promptly provide to the Lead Purchaser evidence of such Shareholder Approval and evidence of the filing of an additional Stockholder Meeting amendment to be held the certificate of incorporation of the Company and an amendment to the Certificate of Designations of the Series C Senior Convertible Preferred Stock with the Secretary of State of Delaware effecting, in each calendar quarter thereafter until Stockholder case, the Shareholder Approval is obtained.(the “Charter Amendments”). ____________________________

Stockholder Approval. On or prior to ten (10a) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be called held as promptly soon as practicable after reasonably possible following the date hereofmailing of the proxy statement to the stockholders of the Company in respect thereof (the “Proxy Statement”), but in no event not later than seventy-three the later of (73i) calendar days after September 15, 2023 or, (ii) if the Closing Date Commission notifies the Company that it will review the preliminary Proxy Statement, November 14, 2023 (the "“Stockholder Meeting Deadline"Outside Date”), a proxy statementcopy of the Proxy Statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") a proposal providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split issuance of the Common Stock at a rate of one (1) share of Common Stock for Subsequent Closing Shares and Subsequent Closing Warrants and such other matters relating thereto as the Purchasers may reasonably request, in each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described case in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Nasdaq Stock Market LLC, the Company’s certificate of incorporation and bylaws, and applicable law (such affirmative approval being referred to herein as collectively, the "“Stockholder Approval" ”, and the date such approval the Stockholder Approval is obtained, the "“Stockholder Approval Date"”). As reasonably promptly as practicable after execution of this Agreement, the Company shall, in consultation with the Purchasers with respect to the Stockholder Approval, prepare and file with the Commission, the preliminary Proxy Statement and related proxy materials in compliance with Section 14 of the Exchange Act. As reasonably promptly as practicable after comments, if any, are received from the Commission thereon and after the furnishing by the Company and the Purchasers of all information required to be contained therein, the Company shall, in consultation with the Purchasers with respect to comments related to the Stockholder Approval, prepare and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend file any required amendments to the Stockholders that they approve Proxy Statement with the ResolutionsCommission. The Company shall be obligated to seek to obtain notify the Stockholder Approval Purchasers reasonably promptly of the receipt of any comments from the Commission or its staff and of any request by the Stockholder Meeting DeadlineCommission or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply the Purchasers with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If, despite The Company shall use its best efforts to have the Company's reasonable best efforts, Proxy Statement cleared by the Stockholder Approval is not obtained at Commission and shall thereafter mail to the stockholders of the Company as reasonably promptly as possible the Proxy Statement and all other proxy materials for the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior (a) The Company agrees to ten (10) calendar days after the Closing Date, the Company shall use its best efforts to file with the SEC and, as soon as possible as permitted under Securities and Exchange Commission (the applicable rules and regulations promulgated by "SEC") a preliminary proxy statement (the SEC, provide each Stockholder "Preliminary Proxy") on Schedule 14A in connection with a special meeting of the Company with an information statement complying with Company's stockholders to approve the requirements issuance of the 1934 Act Securities pursuant to the Agreement, and substantially in the form that has been previously reviewed and approved by issuance of shares of Common Stock upon the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense conversion of the Company informing such Stockholders Preferred Stock and upon the exercise of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Investor Warrants (the "Stockholder MeetingProposal") not later than 10 business days following the Initial Closing Date. Promptly following the approval by the SEC of the Preliminary Proxy or, if the SEC does not review the Preliminary Proxy, the 10th calendar day after filing the Preliminary Proxy with the SEC (or if such day is not a business day, then the next business day), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval commence distribution of such Resolutions and to cause the Board of Directors of the Company to recommend a definitive proxy statement related to the Stockholders that they approve Stockholder Proposal to the ResolutionsCompany's stockholders of record established by the Company's board of directors for such purpose. The Company shall be obligated agrees to seek use its best efforts to obtain stockholder approval of the Stockholder Approval by Proposal. Promptly following the Stockholder Meeting Deadline. If, despite special meeting of the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingstockholders, the Company shall cause an additional notify the Investor in writing of the results of the vote of the stockholders on the Stockholder Meeting Proposal and, if approved by the requisite number of shares of Common Stock, that the limitations on conversion of the Shares pursuant to Section 3(m) of the Series A Certificate, on exercise of the Investor Warrant pursuant to Section 1.06 of the Investor Warrant and on the number of votes entitled to be held each calendar quarter thereafter until Stockholder Approval cast by holders of the Shares pursuant to Section 4(c) of the Series A Certificate, are terminated. The Company agrees that the definitive proxy statement distributed pursuant to this Section 3.7(a) will as of its mailing and as of the date of the special meeting of the stockholders (i) comply as to form with the requirements of Schedule 14A under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and (ii) comply with Rule 14a-9 of the Exchange Act. Notwithstanding the foregoing, if the Company is obtainedable to obtain a waiver from The Nasdaq Stock Market of the requirement to obtain stockholder approval for the issuance of the Securities, the Company's obligations pursuant to this Section 3.7 shall lapse.

Stockholder Approval. On or prior to ten (10i) The Company shall prepare and file with the SEC, as promptly as practicable after the date hereof, but in no event later than twenty (20) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval Proxy Statement (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three the earlier of (73i) calendar 30 days after the SEC informs the Company that there will be no review of the Proxy Statement or that they have no further comments to the Proxy Statement and (ii) 90 days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statementstatement (the "Proxy Statement"), in a form reasonably acceptable to the Investors Buyers after review by Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx Xxxxx LLP at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law law, the provisions of the Bylaws and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Principal Market Stockholder Approval" ") and (y) an increase in the date authorized shares of Common Stock of the Company to 400,000,000 and any actions required to cause such increase to occur (such affirmative approval is obtained, being referred to herein as the "Authorized Share Stockholder Approval DateApproval"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. In connection therewith, the Company shall, at its expense, hire a proxy solicitation firm acceptable to [Buyer] to solicit the Authorized Share Stockholder Approval and the Principal Market Stockholder Approval. The Company shall be obligated to seek to obtain the Principal Market Stockholder Approval and the Authorized Share Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, (i) the Principal Market Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter with respect to the Resolutions relating to the Principal Market Stockholder Approval until Principal Market Stockholder Approval is obtained and (ii) the Authorized Share Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter with respect to the Resolutions relating to the Authorized Share Stockholder Approval until the Authorized Share Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than July 31, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense Buyers. The proxy statement, if any, shall solicit each of the Company, soliciting each such Stockholder's ’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to October 31, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, and provided Stockholder Approval is required under the rules or regulations of the Eligible Market, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. For avoidance of doubt the Company’s obligations under this Section 4(bb) shall terminate if the Stockholder Approval is no longer required under the rules or regulations of the Eligible Market and Section 2(g) of the Warrants has been waived or amended such that it shall have no further force and effect.

Stockholder Approval. On The Company agrees that, (a) at its 2018 annual meeting of the stockholders, which the Company agrees it will hold on or prior to ten June 30, 2018 (10) calendar days after the Closing Date“2018 Annual Meeting”), the Company shall file with will propose that the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder stockholders of the Company with an information statement complying with authorize and approve (i) the issuance of the shares of Series A Preferred to be delivered at the Additional Closing, including the shares of Common Stock issuable upon conversion of such Series A Preferred shares, such that the issuance of the shares of Series A Preferred stock to be delivered at the Additional Closing, and the issuance of shares of Common Stock pursuant to the conversion of such Series A Preferred shares shall meet the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense applicable rules of the Company informing such Stockholders Nasdaq Stock Market, including, without limitation, Nasdaq Listing Rule 5635, or the rules of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), applicable Trading Market on which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense shares of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized ’s Common Stock from 400,000,000 are then listed, such that any limitations on the issuance of shares to 1,000,000,000 shares (the "Capital Increase")of Series A Preferred, (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) or shares of Common Stock outstanding (issuable upon conversion of the "Reverse Stock Split"Series A Preferred shares contained in Section 2.2(a) herein will cease to be of any effect and (zii) the Company’s ability to pay dividends on the Series A Preferred including through the issuance of all Dividend Shares, such that the issuance of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")any Dividend Shares, and the Company shall shares of Common Stock issuable upon conversion of the Dividend Shares, meet the requirements of the applicable rules of the Nasdaq Stock Market, including, without limitation, Nasdaq Listing Rule 5635, or the rules of the applicable Trading Market in which shares of the Company’s Common Stock are then listed, such that any limitations on the issuance of the Dividend Shares, or the shares of Common Stock issuable upon conversion of the Dividend Shares contained in Section 3(c) of the Certificate of Designation will cease to be of any effect and (b) use its commercially reasonable best efforts to solicit its Stockholders' approval votes or proxies in favor of such Resolutions the foregoing proposals and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch proposals. The Company shall be obligated further agrees, in connection with the foregoing, to seek prepare and file with the Commission, proxy materials, including but not limited to obtain a Preliminary Proxy Statement and Definitive Proxy Statement, meeting the Stockholder Approval requirements of Section 14A of the Exchange Act which such materials (any and all correspondence received by the Stockholder Meeting Deadline. IfCompany from the SEC related to such materials) have been reviewed by the Purchasers and a counsel of their choice prior to filing, despite and that such materials will include proposals meeting the Company's reasonable best efforts, requirements of Section 14A of the Stockholder Approval is not obtained at Exchange Act requesting the Stockholder Meeting, aforementioned approvals and any other proposals as may be reasonably necessary to effect the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedapproval of the aforementioned proposals.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing DateIf required by Nasdaq rules, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder stockholder of the Company with an information a proxy statement complying with the requirements of the 1934 Exchange Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx Xxxxxx Xxxxx Xxxxxxxx & Zxxxx LLP Xxxxxxx LLP, at the expense of the Company Company, informing such Stockholders stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (each as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (733) calendar days after months from the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Xxxxxx Xxxxx Xxxxxxxx & Zxxxx Xxxxxxx LLP at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents Shares in accordance with applicable law and the rules and regulations of the Principal Market Nasdaq (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten By no later than sixty (1060) calendar days after the Initial Closing Date, the Company shall file with the SEC anda definitive proxy statement, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that which has been previously reviewed and approved by the Investors Buyers and Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoingXxxxx LLP, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, for a special meeting of holders of Common Stock (the “Stockholder Meeting”), soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions providing for: (the "Resolutions") providing for (xi) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market without giving effect to any limitation on conversions of the Preferred Shares or exercises of the Warrants, including the Exchange Cap (as defined in each of the Certificate of Designations and the Series A Warrants) and (ii) an amendment to the Certificate of Incorporation to increase the number of the authorized shares of Common Stock by not less than 200,000,000 shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the Common Stock occurring after the date hereof) (such affirmative approval approvals being referred to herein collectively as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions and to cause resolutions in connection with the Stockholder Approval, including, without limitation, by (x) causing the Board of Directors to unanimously recommend to the stockholders of the Company to recommend to the Stockholders that they approve such resolutions, (y) using reasonable best efforts to cause its officers and directors who hold shares of Common Stock to be present at the ResolutionsStockholder Meeting for quorum purposes (including by proxy) and (z) using reasonable best efforts to cause such officers and directors to vote their respective shares of Common Stock in accordance with the Board’s recommendation. The Stockholder Meeting shall be promptly called and held not later than ninety (90) calendar days after the Initial Closing Date (the “Stockholder Meeting Deadline”). The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior The Company covenants and agrees to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules solicit in its Proxy Statement and regulations promulgated by the SEC, provide each Stockholder Notice of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Annual Meeting stockholder approval (the "Stockholder MeetingApproval") to authorize: (1) the issuance of shares of Common Stock upon conversion of the Preferred Shares, the exercise of the Warrant, the exercise of the warrant issued to the Company's placement agent (the "Placement Agent Warrant"), which shall be called the conversion of the Other Preferred Shares, and the exercise of the Other Warrants in connection with this Agreement and the Other Purchase Agreement, as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statementapplicable, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of 19.99% of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval number of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding immediately prior to the date hereof (the "Reverse Stock SplitCap Amount") ), and (z2) an amendment to its Certificate increasing the number of authorized shares of Common Stock from 75,000,000 to 100,000,000 (the "Charter Amendment"). The number of shares of Common Stock equal to (i) the issuance Cap Amount minus (ii) the number of all shares of Common Stock issuable upon exercise of the Securities Placement Agent Warrant as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being Closing Date, is referred to herein as the "Stockholder Approval" Issuable Maximum". The Purchaser's and the date such approval Other Purchasers' pro rata portion of the Issuable Maximum based upon the number of shares of Common Stock issuable upon conversion or exercise of all Preferred Shares and the Warrant issued and sold at the Closing and upon conversion or exercise of all the Other Preferred Shares and the Other Warrants issued and sold at the closing under the Other Purchase Agreement is obtainedset forth on Schedule 3.16 hereto (as proportionately adjusted for stock splits, reverse stock splits and stock combinations, the "Stockholder Approval DatePro Rata Maximum"), and . The Company shall file its Preliminary Proxy Statement no later than five (5) days following the date that the Company has been advised by the Commission that the Form 10-K is no longer under review. The Company shall use its reasonable best efforts to solicit hold its Stockholders' approval 2003 Annual Stockholder's Meeting (the "Annual Meeting") no later than July 15, 2003 (the "Annual Meeting Date"); provided, however, that the Annual Meeting Date shall be extended in the event that the Commission provides comments to the Company's Preliminary Proxy Statement or other Commission Documents in connection with the Commission's review of the Preliminary Proxy Statement that causes a delay in soliciting the Stockholder Approval and holding the Annual Meeting by July 15, 2003. The Annual Meeting Date shall be extended for only such Resolutions and to cause the Board of Directors of time that is reasonably necessary for the Company to recommend obtain the approval of the Commission to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain proceed with soliciting the Stockholder Approval by and holding the Stockholder Meeting DeadlineAnnual Meeting, but in no event later than August 15, 2003. If, despite the Company's reasonable best efforts, the If Stockholder Approval is not obtained at with respect to subclause (1) of the first sentence above by August 15, 2003, the Purchaser and the Other Purchasers shall have the option to cause the Company to redeem Preferred Shares or Other Preferred Shares and a portion of the Warrant or the Other Warrants of such Purchaser or the Other Purchasers, as the case may be (referred to herein as such Purchaser's or the Other Purchasers' "Excess Redemption Securities"), that, as of the Closing, were convertible or exercisable into the number of shares of Common Stock that was in excess of such Purchaser's or the Other Purchasers' Pro Rata Maximum (such Purchaser's or the Other Purchasers' "Excess Conversion Shares"). The portion of the Warrant or the Other Warrants included in such Purchaser's or the Other Purchasers' Excess Redemption Securities represents 1/3 of such Purchaser's or the Other Purchasers' Excess Conversion Shares being redeemed. The redemption price for the Excess Redemption Securities for the Purchaser or any Other Purchaser shall be equal to the greater of (a) the Liquidation Preference Amount (as defined in the Certificate of Designation) of the Preferred Shares or Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchasers plus accrued and unpaid dividends thereon and (b) the amount equal to the product of (i) the quotient of (A) the Liquidation Preference Amount of the Preferred Shares and the Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchasers plus accrued and unpaid dividends thereon divided by (B) the Conversion Price (as defined in the Certificate of Designation) multiplied by (ii) the average of the closing price of the Common Stock for the ten (10) trading days immediately preceding the date of such redemption, and shall be payable upon surrender to the Company by the Purchaser or the Other Purchasers of the certificates, the Warrant or the Other Warrants representing the Purchaser's or the Other Purchasers' Excess Redemption Securities. The Purchaser shall not be entitled to cause the Company to redeem any of its Excess Redemption Securities under this Section 3.16 unless the Company shall have received written notice of the Purchaser's election to require such redemption within 30 days following the Annual Meeting. With respect to the Stockholder MeetingApproval required to be obtained to file the Charter Amendment pursuant to subclause (2) above, the Company shall cause an additional file the Charter Amendment within one business day of receipt of such Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedApproval.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Initial Closing Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the sixtieth calendar day after the Initial Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000.00. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and eightieth (180th) calendar quarter day after the Initial Closing Date. If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, provided, that, if applicable, the Company’s obligation to hold additional Stockholder Meetings to obtain the Stockholder Approval shall terminate on the later of (x) Additional Closing Expiration Date, and (y) the date no Notes or Warrants remain outstanding.

Stockholder Approval. On or prior to ten (10i) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which initially shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three sixty (7360) calendar days after the Closing Date (or one-hundred twenty (120) days after the Closing Date if the proxy statement relating to the calling of such Stockholder Meeting is subject to SEC review) (the "Stockholder Meeting Deadline"), a proxy statement, substantially in a the form reasonably acceptable to which has been previously reviewed by the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxxx Xxxx & Zxxxx Xxxxx LLP (“SRZ”) at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 100,000,000 shares to 1,000,000,000 no less than 225,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such the Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline (the "Stockholder Approval Failure"), the Company shall cause an additional Stockholder Meeting to be held each calendar quarter three month period thereafter until such Stockholder Approval is obtainedobtained or the second anniversary of the Closing Date. In addition, if, despite the Company's best efforts there is a Stockholder Approval Failure, then, as partial relief for the damages to any holder by reason of any such Stockholder Approval Failure (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities an amount equal to two percent (2.0%) of the aggregate Purchase Price of such Investor's Registrable Securities on the day of such Stockholder Approval Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Stockholder Approval Failure is cured by obtaining the Stockholder Approval. The payments to which an Investor shall be entitled pursuant to this Section 4(p) are referred to herein as the "Stockholder Approval Payments." The date such Stockholder Approval Payments are due shall be referred to herein as the "Stockholder Approval Payments Payment Date."

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Shares are then convertible (without regard to any limitations on conversion) is greater than fifty percent (50%) of the Exchange Cap (as defined herein), then upon the request of the holders of at least a majority of the Shares then outstanding, the Company shall file solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares as set forth in this Agreement, and the Shares in accordance with the SEC andrules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall hold a meeting of its stockholders as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventysixty-three five (7365) calendar days after the Closing Stockholder Approval Triggering Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall draft a notice of meeting and information circular at least ten (10) days prior to the required deadline for distribution to the intermediaries of beneficial stockholders (the “Information Circular Deadline”) and each Purchaser, as well as one counsel selected by the holders of a majority of the Shares then outstanding, shall be obligated entitled to seek review, at least seven (7) days prior to obtain distribution to the Stockholder Approval stockholders, such information circular, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company fails to distribute the information circular referred to above by the Information Circular Deadline or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Shares an additional amount in cash equal to the product of (i) the original purchase price of the Shares held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Information Circular Filing Due Date and prior to the date that the information circular referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the information circular or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Information Circular Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Stockholder Approval. On or prior Company will use its best efforts to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, hold a special meeting of its stockholders as soon as possible as permitted under practicable, but not later than June 1, 2012 (the applicable rules “Approval Deadline”), at which Company will seek to obtain the requisite stockholder approvals for (i) an amendment to Company’s Restated Certificate of Incorporation to increase the number of authorized but unissued Shares to at least 31,525,169 Shares and regulations promulgated by the SEC, provide each Stockholder (ii) authorization of the Company with an information statement complying with the requirements conversion and settlement of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken Underlying Shares in accordance with NASDAQ Stock Market Rule 5635. If Company fails to obtain such stockholder approvals by the Resolutions Approval Deadline, Company will (as defined belowi) and of the Stockholder Approval (as defined below). In addition continue to the foregoing, if required by any governmental or regulatory agency, the Company shall provide seek to obtain such approvals at each Stockholder entitled to vote at a special or subsequent annual meeting of Stockholders its stockholders and (ii) hold at least one special meeting of its stockholders in each calendar year, beginning with the 2012 calendar year, at which Company will seek to obtain such approvals, in each case, until such approvals have been obtained. If such approvals have not been obtained prior to any Settlement Date hereunder, Company will issue the relevant Underlying Shares on such Settlement Date by book-entry transfer through the facilities of DTC. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Bank) correctly sets forth the terms of the agreement between Bank and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83. Very truly yours, Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx Sachs Authorized Signatory Name: Xxxxxxx Xxxxx Accepted and confirmed as of the Trade Date: NuVasive, Inc. By: /s/ Xxxxxxx Xxxxxxx Authorized Signatory Name: Xxxxxxx Xxxxxxx [Additional Warrant Confirmation for GS] Annex A Summary Terms of the Series A Participating Preferred Stock The summary below describes the principal terms of the Series A Participating Preferred Stock to be issued in connection with the Transaction evidenced by the Confirmation (the "Stockholder Meeting"“Confirmation”) to which this Annex A is attached (the “Warrant Transaction”). The description below is subject to, and qualified in its entirety by, the Certificate of Designations for the Series A Participating Preferred Stock (the “Certificate of Designations”), which, upon the Premium Payment Date, shall supersede such description in its entirety. Capitalized terms used in this Annex A that are not otherwise defined shall have the meanings set forth in the Confirmation. Issuer Company Securities Initially, a number of shares of a series of the Company’s preferred stock, par value $0.001 per share, designated pursuant to Article IV of the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) as the Series A Participating Preferred Stock (the “Preferred Stock”), which shall will have the rights and preferences, including the conversion, dividend, liquidation and voting rights, described below. That number will be called as promptly as practicable after equal to 1/10th of the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense number of shares of the Company’s common stock, soliciting each such Stockholder's affirmative vote at par value $0.001 per share (“Common Stock”) into which the Stockholder Meeting for approval Preferred Stock is initially convertible as described below. Each share of resolutions Preferred Stock will initially be subject to conversion as described below into 20 shares of the Company’s common stock, par value $0.001 per share (the "Resolutions") providing for (x) the increase in the authorized “Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"Stock”), (y) a reverse stock split . The number of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding into which each share of Preferred Stock is convertible is referred to as the “Conversion Rate” and shall be subject to adjustment as set forth under “Conversion Rate Adjustments” below. Liquidation Amount $648.20 per share of Preferred Stock. Dividend Payment Dates January 1, April 1, July 1 and October 1 of each year. Notwithstanding the foregoing and for the avoidance of doubt, on the same date that the Company pays any dividend or distribution on shares of its Common Stock (irrespective of whether such date is a Dividend Payment Date as defined above), the "Reverse Company will pay a corresponding dividend or distribution, on an as-converted basis, to holders of the Preferred Stock. Any such dividends (including extraordinary cash dividends or distributions) paid on the Preferred Stock Split") pursuant to the immediately preceding sentence are referred to as “Paid-Through Dividends.” Dividend Period For each share of Preferred Stock, the period commencing on, and including, the immediately preceding Dividend Payment Date for such share of Preferred Stock (z) or if no Dividend Payment Date has occurred for such share of Preferred Stock, the period commencing on, and including, the date of issuance of all such share of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"Preferred Stock), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions ending on, and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsincluding, the Stockholder Approval is not obtained at day immediately preceding the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainednext succeeding Dividend Payment Date.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at hold a special or annual meeting of Stockholders of the Company its shareholders (the "“Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in ”) no event later than seventy-three (73) calendar days after the Closing Date August 4, 2020 (the "“Stockholder Meeting Approval Deadline"”), a . The proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at statement for the Stockholder Meeting for approval of resolutions shall include a stockholder proposal to approve (the "Resolutions") providing for (xi) the increase in issuance of the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (Warrant Shares upon the "Capital Increase"), (y) a reverse stock split exercise of the Warrants representing greater than 20% of the Common Stock as of the Closing Date in accordance with NYSE American Rule 713(a)(ii), and (ii) the reduction in the Exercise Price of the Warrants from $7.53 to $0.7425 per share, both subject to adjustments pursuant to the terms of the Warrants (the “Proposal”). The Company shall take all necessary action, including, without limitation, the engagement of a proxy solicitor, to obtain Stockholder Approval of the Proposal. In the event the Company does not obtain Stockholder Approval of the Proposal on or prior to the Stockholder Approval Deadline, the Company shall pay to each Purchaser, in cash as a return of a portion of such Purchaser’s Subscription Amount, $0.22 for each share of Common Stock underlying such Purchaser’s Warrants on the Closing Date up to an aggregate cash payment of $968,000 for all Purchasers. The payments to which a Purchaser shall be entitled pursuant to this Section 4.11 are referred to herein as “Stockholder Approval Failure Payments.” Stockholder Approval Failure Payments shall be paid to the Purchasers at the earlier (“Payments Due Date”) of (a) three Business Days after the Stockholder Meeting, and (b) the Stockholder Approval Deadline. Any Stockholder Approval Failure Payments outstanding after such Payments Due Date shall accrue interest at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained24.0% per annum.”

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than July 31, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense Buyers. The proxy statement, if any, shall solicit each of the Company, soliciting each such Stockholder's ’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to October 31, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than January 31, 2022 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to April 30, 2022. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten By no later than sixty (1060) calendar days after the Closing Date, the Company shall file with the SEC anda definitive proxy statement, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that which has been previously reviewed and approved by the Investors Buyers and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoingtheir representatives, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, for a meeting (special or otherwise) of holders of Common Stock (the “Stockholder Meeting”), soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share Company’s issuance of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all in excess of the Securities Exchange Cap (as described defined in the Transaction Documents Certificate of Designation) in accordance with applicable law and the rules and regulations of the Principal Market without giving effect to any limitation on conversions of the Series A Preferred Shares, including the PIK Shares (such affirmative approval being referred to herein collectively as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions and to cause resolutions in connection with the Stockholder Approval, including, without limitation, by (x) causing the Board of Directors to unanimously recommend to the stockholders of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall such resolutions, (y) using reasonable best efforts to cause its officers and directors who hold shares of Common Stock to be obligated to seek to obtain the Stockholder Approval by present at the Stockholder Meeting Deadline. If, despite the Company's for quorum purposes (including by proxy) and (z) using reasonable best efforts, efforts to cause such officers and directors to vote their respective shares of Common Stock in accordance with the Board’s recommendation. The Stockholder Meeting shall be promptly called and held not later than ninety (90) calendar days after the Closing Date (the “Stockholder Meeting Deadline”). If the Stockholder Approval is not obtained at by the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting use its best efforts to be held each calendar quarter thereafter until obtain the Stockholder Approval until such approval is obtained.received at a subsequent stockholder meeting called for such purposes or at any subsequent annual meeting of its stockholders. (p)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than January 19, 2022 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to April 19, 2022. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10i) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the earlier to occur of (x) the Company’s next general stockholder meeting and (y) the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing) (the "“Stockholder Consent Deadline”), an information statement with respect thereto or (ii) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than July 31, 2023 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") from 100 million to 200 million and (zy) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to September 30, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company with an information statement complying with the requirements or (y) a special meeting of stockholders of the 1934 Act Company (the “Stockholder Meeting”), which shall be promptly called and held not later than June 26, 2013 (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the a form that has which shall have been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP Xxxxxxxxx Xxxxxxx LLP, at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no any event later than seventy-three (73) calendar days after such expense not to exceed $10,000 without the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense prior written approval of the Company, ; soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the Company's (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market and (y) unless approved by the stockholders of the Company prior to such date, a reverse stock split of the Common Stock of the Company of at least one (1) share of Common Stock for every five (5) shares of Common Stock (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held once in each of the three subsequent calendar quarter quarters thereafter until such Stockholder Approval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior Penthouse and other Company stockholders holding in excess of 50% of the outstanding shares of Company Common Stock have provided the Company with irrevocable and unconditional written approvals and consents to ten all of the Transactions, including, without limitation (i) the transactions contemplated by the GMI Stock Purchase Agreement, (ii) consummation of the iBill Acquisition, (iii) an amendment to the Certificate of Incorporation of the Company that, inter alia, shall increase the authorized Common Stock to 250.0 million shares of Common Stock, (iv) the sale and issuance of the 10% Notes, the Warrants, the Series E Preferred Stock, the Series F Senior Preferred Stock, the Series G Preferred Stock, and the other Warrant Shares, and (v) calendar days after all of the related transactions described herein (the “Stockholder Approval”). The term “Stockholder Approval” shall also include the filing and approval of a listing application for the additional shares of the Company’s Common Stock to be issued upon conversion of the 10% Notes, the Series E Preferred Stock, the Series F Senior Preferred Stock and the Series G Preferred Stock, in accordance with the rules of the AMEX. Such Stockholder Approval, in lieu of a special meeting of stockholders, are permissible under Delaware corporate law and pursuant to Section 705 and Section 712 of the rules and regulations of the AMEX. Following the Closing Date, the Company shall file with the SEC andwill, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (Securities Exchange Act of 1934, as defined below) and amended, file a Form 14C Information Statement with the SEC, describing the Transactions and, upon approval of such Information Statement, mail same to the Company stockholders. No further vote or approval is required of Company stockholders receiving such Information Statement. Accordingly, it is anticipated that the “Stockholder Approval” condition to the rights of holders of the Stockholder Approval (as defined below)10% Notes, the Series E Preferred Stock, the Series F Senior Preferred Stock and the Series G Preferred Stock to convert such Securities into Common Stock, and the rights of holders of Warrants and other warrants to exercise such Securities will be obtained on or before November 30, 2004. In addition to the foregoingevent that, if required for any reason, all of the foregoing “Stockholder Approval” conditions are not satisfied by any governmental or regulatory agencyDecember 31, 2004, then the Company shall provide each Stockholder entitled pay to vote at a special or annual meeting of Stockholders the Purchaser in cash 2% of the Company ($3,450,000 Purchase Price for the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Series F Senior Preferred Stock for each two hundred and fifty month following December 31, 2004 that such Stockholder Approval conditions remain unsatisfied (250) shares of Common Stock outstanding (provided, however, that to the "Reverse Stock Split") and (z) extent that the issuance of all Purchaser exercises its Exchange Option, the payment shall also be based on the purchase price of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"Penthouse stock so exchanged), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated has agreed to seek pay a similar penalty to obtain the Stockholder Approval by holders of the Stockholder Meeting Deadline. If, despite 10% Notes and the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSeries E Preferred Stock.

Stockholder Approval. On or prior to ten (10) calendar days after If at any time the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions Exchange Cap (as defined belowin the Notes) and would limit the aggregate number of shares of Common Stock which the Company may issue upon conversion or exercise, as applicable, of the Stockholder Approval Notes and Warrants, at the written request of holders of a majority of the Conversion Shares and Warrant Shares outstanding at such time (as defined belowdetermined assuming full conversion of the Notes and full exercise of the Warrants prior to such date without taking into account any limitations on the conversion of the Notes or exercise of the Warrants set forth in the Notes and Warrants, respectively) (the date of such request, the “Stockholder Meeting Request Date”). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three ninety (7390) calendar days after the Closing Stockholder Meeting Request Date (the "“Stockholder Meeting Deadline"”), a proxy statement, substantially in a the form reasonably acceptable to which has been previously reviewed by the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxxx Xxxx & Zxxxx LLP at the expense of the CompanyXxxxx LLP, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (and such affirmative approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every six (6) months thereafter until such Stockholder Approval is obtainedobtained or the Notes are no longer outstanding.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Effective Time), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than October 17, 2023 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all such portion of the Securities as described issued or issuable solely with respect to the Additional Closing Incremental Amount in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the applicable Notes) and (y) the increase of the authorized shares of the Company from 116,666,667 to 300,000,000 (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to December 16, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than July 1, 2023, (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not to exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to August 1, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 60 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than December 12, 2023 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP Buyers, at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval the Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter within 90 days later. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (as defined in the Certificate of Designations).

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the fifteenth (15th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventythe forty-three fifth (7345th) calendar days day after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 90 calendar days after the "Closing) (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the approval of an increase in the number of its authorized Common Stock from 400,000,000 shares Shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the not less than 500,000,000 Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market Shares (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to the earliest reasonable practical date following the failure to obtain Stockholder Approval. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingforty-fifth (45th) calendar day after the date hereof (or, if required such filing is delayed by any governmental a court or regulatory agency, in no event later than 90 calendar days after the Company shall date hereof), an information statement with respect thereto or (y) provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar days after the Closing Date March 31, 2022 (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Holder and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities (as described defined in the Transaction Documents Securities Purchase Agreement after giving effect to the amendments hereunder) in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on exercise set forth in the Warrants) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to June 30, 2022. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC anduse reasonable best efforts to, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but and in any case no event later than seventy-three the earlier to occur of (73i) calendar one hundred eighty days (180 days) after November 6, 2023, or (ii) the first annual meeting of stockholders to take place after the Closing Amendment No. 3 Effective Date (the "“Stockholder Meeting”) to cause to be presented to the Company’s stockholders for the approval at such meeting, and recommend the approval of the Requisite Stockholder Approvals (as defined below). The Company will prepare and file with the SEC a proxy statement to be sent to the Company’s stockholders in connection with the Stockholder Meeting Deadline"(the “Proxy Statement”), a proxy statement, in a form reasonably acceptable to . The Proxy Statement shall include the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at Board of Directors’ recommendation that the expense holders of shares of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized ’s Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split vote in favor of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (Requisite Stockholder Approvals. If the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Requisite Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is Approvals are not obtained at or prior to the Stockholder Meeting, the Company shall cause an additional will hold a special meeting of the stockholders of the Company for the purposes of obtaining such Requisite Stockholder Approvals no less often than every ninety (90) days following the date of the Stockholder Meeting until the Requisite Stockholder Approvals are obtained, and the Board of Directors will recommend that the holders of shares of the Company’s Common Stock vote in favor of the Requisite Stockholder Approvals at each such meeting. For purposes of this Agreement, “Requisite Stockholder Approvals” means the Requisite 5635(b) Stockholder Approval and the Requisite 5635(d) Stockholder Approval; provided, however, that, in each case, the applicable Requisite Stockholder Approval will be deemed to be held each calendar quarter thereafter until obtained if, due to any amendment or binding change in the interpretation of the applicable listing standards of the Nasdaq Capital Market, such stockholder approval is no longer required for the Company to issue shares Common Stock pursuant to the Notes and the Warrants. “Requisite 5635(b) Stockholder Approval is obtained.Approval” means the stockholder approval contemplated by Nasdaq Listing Rule 5635(b) with respect to the issuance of shares of Common

Stockholder Approval. On or prior to ten (10) calendar days As soon as practicable after the Closing Subscription Date, but in any event no later than one hundred twenty (120) days thereafter, the Company shall file with hold a meeting of its stockholders to seek approval of a waiver of the SEC Exchange Cap and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SECif needed, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially increase in the form authorized number of shares of Common Stock to ensure that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at number of authorized shares is sufficient to meet the expense Required Reserve Amount (approval of all such proposals, the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the “Stockholder Approval (as defined belowApproval”). In addition to the foregoing, if required by any governmental or regulatory agencyconnection with such meeting, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholder of the Company with a proxy statement in compliance with applicable SEC rules and regulations and shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommend to the Company’s stockholders that they approve such proposal(s). In the event the Company is prohibited from issuing shares of Common Stock pursuant to the conversion of the Notes and/or the exercise of the Warrants due to the Exchange Cap Limitation and the Company fails to obtain Stockholder Approval as required by this Section 4(z)(iii), then, in lieu of issuing and delivering to each Buyer seeking to exchange or convert its Purchased Securities such number of shares of Common Stock that is determined to be unavailable for issuance upon the conversion or exercise of Purchased Securities (the "Stockholder Meeting"“Exchange Cap Excess Shares”), which the Company shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable pay cash to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at Buyer the Stockholder Meeting for approval sum of resolutions (the "Resolutions") providing for (x) the increase product of (A) such number of Exchange Cap Excess Shares and (B) the greatest Closing Sale Price (as defined in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (yNotes) a reverse stock split of the Common Stock at a rate on any Trading Day during the period commencing on the date the Buyer delivers the applicable Redemption Notice (as defined in the Notes) with respect to such Exchange Cap Shares to the Company and ending on the date of one such payment under this paragraph and (1y) share of Common Stock for each two hundred and fifty to the extent the Buyer purchases (250in an open market transaction or otherwise) shares of Common Stock outstanding (to deliver in satisfaction of a sale by the "Reverse Stock Split") Buyer of Exchange Cap Excess Shares, any brokerage commissions and (z) the issuance of all other out-of-pocket expenses, if any, of the Securities as described Buyer incurred in connection therewith. For the Transaction Documents in accordance with avoidance of doubt, if the Company is required to and fails to obtain Stockholder Approval, the Exchange Cap shall be applicable law for all purposes of this Agreement and the rules and regulations transactions contemplated hereby at all times during the term of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedthis Agreement.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three 90 calendar days after the Closing), an information statement with respect thereto or (73y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 90 calendar days after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of (x) the increase in the authorized Common Stock shares of the Company from 400,000,000 shares 50,000,000 to 1,000,000,000 shares (the "Capital Increase")250,000,000, (y) at such future date as the board of directors of the Company shall determine, a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") no less than 1:2, but up to 1:100 and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtainedobtained and effective, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to 180th calendar quarter day after the Closing. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior The Board of Directors of Borrower, pursuant to ten a unanimous written consent adopted on February 1, 2008, has unanimously (10i) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules determined that it is advisable and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed best interests of Borrower and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense its stockholders to adopt an amendment to Borrower’s Certificate of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition Incorporation to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 100,000,000 shares to 1,000,000,000 750,000,000 shares (the "Capital Increase"“Charter Amendment”), and (yii) a reverse stock split recommended that the holders of the Borrower’s Common Stock at a rate of one (1) share of Common Stock affirmatively approve the Charter Amendment and directed that such matter be submitted, if required, to Borrower’s stockholders for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market approval (such affirmative approval being referred to herein as the "“Stockholder Approval" ” and the date such approval is obtained, the "“Stockholder Approval Date"”). Lender hereby agrees to approve by written consent the Charter Amendment as Borrower’s majority stockholder in accordance with the Delaware General Corporation Law. As soon as practicable, and but no later than 30 days after the Company initial Funding Date, Borrower shall use its reasonable best efforts to solicit its Stockholders' file with the SEC an information statement informing the remaining stockholders of Borrower of such approval of such Resolutions and the Charter Amendment in accordance with Schedule 14C under the Exchange Act (the “Information Statement”). The Stockholder Approval shall be deemed given after 20 days has elapsed following the date that Borrower mails the Information Statement to cause stockholders pursuant to Regulation 14C under the Board of Directors Exchange Act. Within two (2) business days after stockholder approval of the Company matters set forth in the Information Statement is effective, Borrower will send written notification to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Lender of such Stockholder Approval by and that Lender may exercise its conversion and purchase rights in accordance with the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedNote and Warrant.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense Buyers. The proxy statement, if any, shall solicit each of the Company, soliciting each such Stockholder's ’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (such without regard to any limitations on conversion or exercise set forth in the Preferred Shares, respectively)(such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and sixtieth (160th) calendar quarter day after the Closing Date. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Notwithstanding the foregoing, if such Stockholder Meeting Deadline falls on a day that is not a Trading Day, then the Stockholder Meeting Deadline shall be the next succeeding Trading Day.

Stockholder Approval. On or prior (a) The Company agrees to ten (10) calendar days after the Closing Date, the Company shall use its best efforts to file with the SEC and, as soon as possible as permitted under the applicable rules Securities and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Exchange Commission (the "Stockholder MeetingSEC"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date a preliminary proxy statement (the "Stockholder Meeting DeadlinePRELIMINARY PROXY"), ) on Schedule 14A in connection with a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense special meeting of the Company, soliciting each such Stockholder's affirmative vote at stockholders to approve the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split issuance of the Common Stock at a rate Securities pursuant to the Agreement, and the issuance of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding upon the conversion of the Preferred Stock and upon the exercise of the Investor Warrants (the "Reverse Stock SplitSTOCKHOLDER PROPOSAL") and (z) not later than 10 business days following the issuance of all Initial Closing Date. Promptly following the approval by the SEC of the Securities as described in Preliminary Proxy or, if the Transaction Documents in accordance with applicable law and SEC does not review the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtainedPreliminary Proxy, the "Stockholder Approval Date"10th calendar day after filing the Preliminary Proxy with the SEC (or if such day is not a business day, then the next business day), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval commence distribution of such Resolutions and to cause the Board of Directors of the Company to recommend a definitive proxy statement related to the Stockholders that they approve Stockholder Proposal to the ResolutionsCompany's stockholders of record established by the Company's board of directors for such purpose. The Company shall be obligated agrees to seek use its best efforts to obtain stockholder approval of the Stockholder Approval by Proposal. Promptly following the Stockholder Meeting Deadline. If, despite special meeting of the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingstockholders, the Company shall cause an additional notify the Investor in writing of the results of the vote of the stockholders on the Stockholder Meeting Proposal and, if approved by the requisite number of shares of Common Stock, that the limitations on conversion of the Shares pursuant to Section 3(m) of the Series A Certificate, on exercise of the Investor Warrant pursuant to Section 1.06 of the Investor Warrant and on the number of votes entitled to be held each calendar quarter thereafter until Stockholder Approval cast by holders of the Shares pursuant to Section 4(c) of the Series A Certificate, are terminated. The Company agrees that the definitive proxy statement distributed pursuant to this Section 3.7(a) will as of its mailing and as of the date of the special meeting of the stockholders (i) comply as to form with the requirements of Schedule 14A under the Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT") and (ii) comply with Rule 14a-9 of the Exchange Act. Notwithstanding the foregoing, if the Company is obtainedable to obtain a waiver from The Nasdaq Stock Market of the requirement to obtain stockholder approval for the issuance of the Securities, the Company's obligations pursuant to this Section 3.7 shall lapse.

Stockholder Approval. On or prior to ten (10) calendar days As soon as practicable after the Closing Datedate on which the Company has issued the maximum number of shares of Common Stock under the Exchange Cap, but in any event no later than seventy-five (75) days thereafter, the Company shall file with hold a meeting of its stockholders to seek approval of a waiver of the SEC Exchange Cap and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SECif needed, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially increase in the form authorized number of shares of Common Stock to ensure that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at number of authorized shares is sufficient to meet the expense Required Reserve Amount (approval of all such proposals, the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the “Stockholder Approval (as defined belowApproval”). In addition to the foregoing, if required by any governmental or regulatory agencyconnection with such meeting, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholder of the Company with a proxy statement in compliance with applicable SEC rules and regulations and shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommend to the Company’s stockholders that they approve such proposal(s). In the event the Company is prohibited from issuing shares of Common Stock pursuant to the conversion of the Notes due to the Exchange Cap Limitation, then, in lieu of issuing and delivering to each Buyer seeking to exchange or convert its Notes such number of shares of Common Stock that is determined to be unavailable for issuance upon the conversion or exercise of Notes (the "Stockholder Meeting"“Exchange Cap Excess Shares”), which the Company shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable pay cash to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at Buyer the Stockholder Meeting for approval sum of resolutions (the "Resolutions") providing for (x) the increase product of (A) such number of Exchange Cap Excess Shares and (B) the greatest Closing Sale Price (as defined in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (yNotes) a reverse stock split of the Common Stock at a rate on any Trading Day during the period commencing on the date the Buyer delivers the applicable Redemption Notice (as defined in the Notes) with respect to such Exchange Cap Shares to the Company and ending on the date of one such payment under this paragraph and (1y) share of Common Stock for each two hundred and fifty to the extent the Buyer purchases (250in an open market transaction or otherwise) shares of Common Stock outstanding (to deliver in satisfaction of a sale by the "Reverse Stock Split") Buyer of Exchange Cap Excess Shares, any brokerage commissions and (z) other out-of-pocket expenses, if any, of the Buyer incurred in connection therewith. For the avoidance of doubt, if the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (Common Stock pursuant to this Agreement; provided, that if such affirmative approval being referred to herein as the "Stockholder Approval" and the date such stockholder approval is not obtained, the "Stockholder Approval Date"), Exchange Cap shall be applicable for all purposes of this Agreement and the Company shall use its reasonable best efforts to solicit its Stockholders' approval transactions contemplated hereby at all times during the term of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedthis Agreement (except as set forth in Section 4(z)(iv).

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the 16.1 The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be called held as promptly soon as practicable after reasonably possible following the date hereofmailing of the proxy statement to the stockholders of the Company in respect thereof (the “Proxy Statement”), but in no event not later than seventy-three (73) calendar business days after prior to April 29, 2016, unless such date is extended in the Closing Date (sole discretion of the "Company or Sarissa pursuant to Section 4.1(b), in which case the Stockholder Meeting Deadline"shall be held not later than three business days prior to May 31, 2016 (three business days prior to April 29, 2016 or May 31, 2016, as applicable, being referred to herein as the “Stockholder Meeting Outside Date”), a proxy statementcopy of the Proxy Statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") a proposal providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split issuance of the Common Stock at a rate of one (1) share of Common Stock for Subsequent Closing Shares and Subsequent Closing Warrants and such other matters relating thereto as Sarissa may reasonably request, in each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described case in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Nasdaq Stock Market LLC, the Articles of Incorporation of the Company, the Bylaws of the Company and applicable law (such affirmative approval being referred to herein as collectively, the "“Stockholder Approval" ”, and the date such approval the Stockholder Approval is obtained, the "“Stockholder Approval Date"”). As reasonably promptly as practicable after execution of this Agreement, but in no event later than January 25, 2016, the Company shall, in consultation with Sarissa, prepare and file with the Securities Exchange Commission (the “Commission”), the preliminary Proxy Statement and related proxy materials in compliance with Section 14 of the Exchange Act. As reasonably promptly as practicable after comments, if any, are received from the Commission thereon and after the furnishing by the Company and the Investor of all information required to be contained therein, the Company shall, in consultation with Sarissa, prepare and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend file any required amendments to the Stockholders that they approve Proxy Statement with the ResolutionsCommission. The Company shall be obligated to seek to obtain notify Sarissa and the Stockholder Approval Investor reasonably promptly of the receipt of any comments from the Commission or its staff and of any request by the Stockholder Meeting DeadlineCommission or its staff for amendments or supplements to the Proxy Statement or for additional information and shall consult with Sarissa regarding, and supply the Investor with copies of, all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If, despite Prior to filing or mailing the Company's reasonable best efforts, initial Proxy Statement or any proposed amendment of or supplement to the Stockholder Approval is not obtained at the Stockholder MeetingProxy Statement, the Company shall cause an additional provide the Investor a reasonable opportunity to review and comment on such document and shall incorporate therein any reasonable comments of the Investor thereto. The Company shall use its best efforts to have the Proxy Statement cleared by the Commission and shall thereafter mail to the stockholders of the Company as reasonably promptly as possible the Proxy Statement and all other proxy materials for the Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedMeeting.

Stockholder Approval. On or prior to ten The Company shall either (10i) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the earlier to occur of (x) the Company’s next general stockholder meeting and (y) the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (ii) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held as soon as practicable after Closing (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of in a ratio to be determined by the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market Company’s Board (such affirmative approval of above being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter as soon as practicable. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On (i) Notwithstanding anything to the contrary contained herein, if (x) the Common Stock is listed for trading on the Nasdaq or prior to ten the Nasdaq SmallCap Market, and (10y) calendar days after the Closing Date, the Company shall file with not have previously obtained the SEC andvote of stockholders (the "Stockholder Approval"), if any, as soon as possible as permitted under may be required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with Nasdaq Stock Market (or any successor entity) to approve the requirements issuance of shares of Common Stock in excess of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions Issuable Maximum (as defined below) and in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market of the Stockholder Approval Common Stock, then the maximum number of shares of Common Stock issuable upon conversion of Notes that are issued pursuant to the Purchase Agreement, at a Conversion Price that is less than the initial Conversion Price hereunder, is 4,503,492, subject to adjustment as a result of stock splits, combinations, reclassifications and other similar events (as defined belowsuch number of shares of Common Stock being the "Issuable Maximum"). In addition If on any conversion date, the Company would be required to issue a number of shares of Common Stock that, when added to all other shares of Common Stock previously issued in respect of conversions of Notes would exceed the Issuable Maximum, then the Company shall issue to the foregoingHolder upon such a conversion a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the principal amount of Notes, if required any, then held by any governmental or regulatory agencysuch Holder for which a conversion in accordance with the Conversion Price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "Excess Principal"), the Company shall provide each Stockholder entitled have the option, exercisable by written notice to vote at a special or annual meeting of Stockholders of the Company Holders delivered within seven (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (737) calendar days after the Closing Date (the "Stockholder Meeting Deadline")triggering conversion date, a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best commercial efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the applicable to such issuance (without penalty or stepped up interest unless such Stockholder Approval is not obtained in a timely fashion hereunder) as soon as possible, but in any event not later than the 90th day after the date of such notice. If the Company does not deliver timely a notice of its election to seek the Stockholder Approval under this Section 6(h) or shall, if it shall have delivered such a notice, fail to obtain the Stockholder Approval in the time period provided in the immediately prior sentence, then the Holders representing a majority in principal amount of Notes shall have the option to declare any such notice by the Company, if given, to be null and void ab initio, and require the Company to pay cash to the Holders in an amount equal to the sum of (1) 130% of the Excess Principal and (2) all other amounts, accrued and unpaid interest, costs, expenses and liquidated damages due in respect of such Notes, which amounts shall be due within thirty (30) days of the declaration by the requisite number of Holders to exercise the right provided in this sentence. Interest shall accrue on the amounts due under this Section 6(h), if any, at the Stockholder Meetingrate of twelve percent (12%) per annum commencing the conversion date that would result in the issuance of shares of Common Stock in excess of the Issuable Maximum but for the provisions hereof, the Company and shall cause an additional Stockholder Meeting continue to be held each calendar quarter thereafter accrue until Stockholder Approval is obtainedsuch amounts, plus all such accrued interest, shall have been paid in full.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the 45th calendar day after the Closing Date, an information statement with respect thereto (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than May 11, 2019 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities and the shares of Common Stock issuable upon conversion (or otherwise pursuant to the terms of) the Existing Notes (as described defined in the Transaction Documents Notes), in accordance each case, in compliance with applicable law and the rules and regulations of the Principal Market (such without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively)(such affirmative approval being referred to herein as the "“Stockholder Approval" ,” and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to August 15, 2019. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The parties recognize that certain aspects of the transactions contemplated hereby (10) calendar days after the Closing Date“AMEX Provisions”), including the weighted average anti-dilution provisions of the Notes and the provision allowing the Company shall file with in certain circumstances to use stock for redemption of the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated Notes require approval by the SEC, provide each Stockholder stockholders of the Company with an information statement complying with for such provisions to be effective. The Company shall provide each stockholder entitled to vote at either (x) the requirements next annual meeting of stockholders of the 1934 Act Company or (y) a special meeting of stockholder of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 75 days following the Closing (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form that which has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP counsel to Portside, at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition not to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Companyexceed $15,000, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (xi) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities AMEX Provisions as described in the Transaction Documents and (ii) an increase in the authorized number of shares of Common Stock so that 130% of the aggregate maximum number of shares of Common Stock initially issuable upon conversion of the Notes and exercise of the Warrants can be reserved for issuance, in both cases, in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its commercially reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions (including the hiring of a nationally recognized proxy solicitation firm) and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s commercially reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an up to two additional Stockholder Meeting Meetings to be held held, one in each of the two calendar quarter quarters thereafter until (and the Company shall hire a nationally recognized proxy solicitation firm for each such Stockholder Approval is obtainedMeeting), to obtain such Stockholder Approval.

Stockholder Approval. On or prior The Company shall call a meeting of its stockholders to ten be held as promptly as practicable (10) calendar but in any event no later than 90 days after the Closing Date, ) for the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules purpose of voting upon and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions approving (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (xi) the increase in the number of authorized shares of the Company's Common Stock from 400,000,000 to a number sufficient to provide for (A) the issuance and conversion of all of the Preferred Shares issuable by the Company to the Purchasers upon conversion of the Notes, (B) the exercise of the Replacement Warrants issued by the Company to the Purchasers pursuant hereto, and (C) the conversion or exercise of all other outstanding securities of the Company that are convertible into or exercisable for shares to 1,000,000,000 shares of Common Stock (the "Capital IncreaseAUTHORIZED STOCK APPROVAL"), (yii) a reverse stock split to approve the conversion of the Common Stock at a rate Notes into Preferred Shares and the issuance of one the Replacement Warrants, in accordance with Rule 4350(i) of the NASD or any similar rule (1the "NASD RULE APPROVAL"), and (iii) share to amend the Certificate of Common Stock for each two hundred and fifty Designation to include (250a) the right of the Company to pay any premium payments due thereunder in either cash or shares of Common Stock outstanding at the Company's election and (b) the same anti-dilution protections as are currently afforded to the Company's Series A Preferred Stock pursuant to Article XI, Section G of the Series A Certificate of Designations (the "Reverse SERIES C AMENDMENT APPROVAL" and, together with the Authorized Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law Approval and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder NASD Rule Approval" and the date such approval is obtained, the "Stockholder Approval DateSTOCKHOLDER APPROVAL"), and the . The Company shall recommend to its stockholders approval of such matters. The Company shall use its reasonable best efforts to solicit from its Stockholders' approval stockholders proxies in favor of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek matters sufficient to obtain the Stockholder Approval (including any such approval required by the Stockholder Meeting DeadlineNASD), and shall vote such proxies, and shall use its best efforts to cause all "affiliates" (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) of the Company to vote any shares of Common Stock beneficially owned by such persons or entities, in favor of such matters. If, despite In the Company's reasonable best efforts, event and upon obtaining the Stockholder Authorized Stock Approval is not obtained at and the Stockholder MeetingNASD Rule Approval, the Company shall cause take all such corporate action as shall be necessary to reserve the Conversion Shares for issuance upon conversion of the Preferred Shares in accordance with the terms thereof, the Warrant Shares for issuance upon exercise of the Replacement Warrants in accordance with the terms thereof and such number of additional shares of Common Stock as shall be issuable upon the conversion or exercise of all other outstanding securities of the Company that are convertible into or exercisable for shares of Common Stock. In the event and upon obtaining the Series C Amendment Approval, (x) the Company shall prepare and, subject to the approval of the holders of Preferred Shares in accordance with the Certificate of Designation, file an amendment to the Certificate of Designation to include such additional Stockholder Meeting provisions, and (y) provided that the stockholders have approved all of the amendments described in clause (ii) of this Section 4(r), the Purchasers shall, in their capacity as holders of Preferred Shares, consent to be held each calendar quarter thereafter until Stockholder Approval is obtainedsuch amendment.

Stockholder Approval. On or prior to ten By no later than sixty (1060) calendar days after the Closing Date, the Company shall file with the SEC anda definitive proxy statement, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that which has been previously reviewed and approved by the Investors Buyers and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoingLLP, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, for a special meeting of holders of Common Stock (the “Stockholder Meeting”), soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in issuance of all the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (issuable pursuant to the "Reverse Stock Split") and (z) the issuance of all terms of the Securities Notes and upon exercise of the Warrants without any limitation and without any floor to the Conversion Price (as described defined in the Transaction Documents Notes) or the Exercise Price (as defined in accordance the Warrants) in compliance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" ”), (y) the “Stockholder Approval” as defined in the Securities Purchase Agreement, dated as of January 21, 2021, between the Company and the date such approval is obtainedbuyers named therein (the “January Stockholder Approval”) and (z) the “Stockholder Approval” as defined in the Securities Purchase Agreement, dated as of February 18, 2021, between the "Company and the buyers named therein (the “February Stockholder Approval Date"Approval”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions and to cause resolutions, including, without limitation, by causing (x) the Company’s Board of Directors to unanimously recommend to the stockholders of the Company to recommend to the Stockholders that they approve such resolutions, (y) its officers and directors who hold shares of Common Stock to be present at the ResolutionsStockholder Meeting for quorum purposes and (z) such officers and directors to vote their respective shares of Common Stock in accordance with the Company’s Board of Directors recommendation. The Stockholder Meeting shall be promptly called and held not later than one hundred twenty (120) calendar days after the Closing Date (the “Stockholder Meeting Deadline”). The Company shall be obligated to seek use its best efforts to obtain approval of each of the Stockholder Approval Resolutions by the Stockholder Meeting Deadline. If, despite In the Company's reasonable best efforts, event the Principal Market has not approved the transactions contemplated by the Transaction Documents and Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Holder (as defined in the Warrants) may deliver a written notice (an “Alternate Exercise Notice”) to the Company at any time during the period beginning on the Stockholder Meeting Deadline and ending on the Expiration Date (as defined in the Warrant) indicating that in lieu of issuing and delivering Warrant Shares to such holder, the Company shall cause promptly, but in any event within one (1) Business Day of such holder’s delivery of such notice to the Company, pay an additional Stockholder Meeting aggregate cash amount to such holder by wire transfer of immediately available funds pursuant to such holder’s wiring instructions equal to $40,000,000 to such holder in exchange for the cancellation of the Warrant. Notwithstanding anything in the Transaction Documents to the contrary, this payment shall not be held each calendar quarter thereafter until Stockholder Approval is obtaineddeemed a prepayment or trigger any other payment. In the event that the Holder (as defined in the Warrants) shall sell or otherwise transfer any portion of the Warrant, the transferee shall be allocated a pro rata portion of such cash payment with respect to such portion of the Warrant transferred.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a an annual or special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar days after the Closing Date July 31, 2020 (the "“Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one Company from 100 million to 150 million (1) share of Common Stock for each two hundred such approval, the “Share Increase Approval” and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split"date such Share Increase Approval is obtained, the “Share Increase Approval Date”) and (zy) the issuance of all of the Securities (as described defined herein) and the Securities (as defined in the Transaction Documents 2019 Agreement) in accordance compliance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as collectively, with the "Share Increase Approval, the “Stockholder Approval" ”, and the date such approval the Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to September 30, 2020. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On The Company or prior (if the Closing has previously occurred) NewCo shall use reasonable efforts to ten amend its certificate of incorporation (10as applicable, the “Certificate Amendment”) calendar to increase the number of authorized but unissued shares of NewCo Common Stock to the greater of 500,000,000 or such number of shares of NewCo Common Stock necessary to issue the full amount of the Stock Payment under this Agreement (including, if applicable, to convert all the NewCo Series C Preferred Stock into Conversion Shares hereunder), as soon as reasonably practicable and not later than the seventy-fifth (75th) day after the Closing Date. The Company or NewCo, as applicable, shall use reasonable efforts to hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) (the “Special Meeting”) on or before November 30, 2018, or, in the case of a review by the U.S. Securities and Exchange Commission (the “SEC”), on or before December 31, 2018, for the purpose of obtaining approval of the Company or NewCo’s stockholders, as the case may be, to the Certificate Amendment (the “Stockholder Approval”), with the recommendation of the applicable Board of Directors that such proposal be approved, and the Company or NewCo, as the case may be, shall as promptly as practicable (but in no event more than 20 business days after the Closing Date, ) file a proxy statement (the Company shall file “Proxy Statement”) with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially to solicit proxies from its stockholders in connection therewith in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (same manner as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase all other management proposals in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")Proxy Statement, and the Company or NewCo, as the case may be, shall use its reasonable best efforts cause all management-appointed proxyholders to solicit its Stockholders' approval vote their proxies in favor of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutionsproposal. The Company or NewCo, as the case may be, shall be obligated to seek use reasonable efforts to obtain the Stockholder Approval by on or before the seventy-fifth (75th) calendar day following the Closing Date. If the Company or NewCo, as the case may be, does not obtain the Stockholder Meeting Deadline. IfApproval at the first meeting, despite the Company's reasonable best efforts, Company or newCo shall take all actions necessary in order to call a meeting every four (4) months thereafter to seek such stockholder approval until the earlier of the date the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval or any NewCo Series C Preferred Stock is obtainedno longer outstanding.

Stockholder Approval. On (i) If the Common Stock is listed on an Eligible Market (as defined in the Registration Rights Agreement) other than the Principal Market (the "NEW PRINCIPAL MARKET") and the issuance of the Conversion Shares, Warrant Shares and Common Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company's obligations under the rules or prior to ten (10) calendar days after regulations of the Closing DateNew Principal Market, then the Company shall file with obtain the SEC and, approval of its stockholders as soon as possible as permitted under required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements New Principal Market for issuances of the 1934 Act Conversion Shares, Warrant Shares and substantially Common Shares in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below)amount. In addition to the foregoing, if required by any governmental or regulatory agencyAt such time, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder MeetingSTOCKHOLDER MEETING"), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar 75 days after the Closing Date earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, any limitation imposed by the New Principal Market on the issuance of Conversion Shares, Warrant Shares or Common Shares (the "Stockholder Meeting DeadlineSTOCKHOLDER MEETING DEADLINE"), a proxy statement, substantially in a the form reasonably acceptable to which has been previously reviewed by the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxxx Xxxx & Zxxxx LLP Xxxxx LLP, at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market (and such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval DateSTOCKHOLDER APPROVAL"), and the Company shall use its reasonable best efforts to (i) solicit its Stockholdersstockholders' approval of such Resolutions resolutions and to (ii) cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every six (6) months thereafter until such Stockholder Approval is obtainedobtained or the Notes and the Warrants are no longer outstanding.

Stockholder Approval. On If at any time (such time, the “Market Cap Threshold Time”) the sum of (i) the aggregate number of Conversion Shares issuable under the Notes, without regard to any limitations on conversion set forth in the Notes, plus (ii) the aggregate number of shares of Common Stock issuable upon conversion, redemption or amortization of the December 2016 Convertible Note, without regard to any limitations on conversion set forth in the December 2016 Convertible Note (collectively, the “December 2016 Convertible Note Conversion Shares”), would equal or exceed 49,233,710 shares of Common Stock, representing 18% of the total number of shares of Common Stock outstanding immediately prior to ten the issuance of the December 2016 Convertible Note to the Investor, then, at either (10x) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder next annual meeting of stockholders of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions or (as defined belowy) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar 60 days after the Closing Date Market Cap Threshold Time (the "“Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable the Company shall take all action necessary to obtain the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split its stockholders of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described Conversion Shares issuable under the Notes, without regard to any limitations on conversion set forth in the Transaction Documents Notes, and the issuance of all of the December 2016 Convertible Note Conversion Shares issuable under the December 2016 Convertible Note, without regard to any limitations on conversion set forth in the December 2016 Convertible Note, pursuant to and in accordance with the applicable law and the rules and regulations of the Principal Market (such affirmative stockholder approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”). In connection therewith, the Company shall provide each stockholder entitled to vote at the Stockholder Meeting a proxy statement soliciting the affirmative vote of the Company’s stockholders necessary to obtain the Stockholder Approval at the Stockholder Meeting, and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and obtain the Stockholder Approval at the Stockholder Meeting and to cause the Board of Directors of the Company to recommend recommend, to the Stockholders extent possible consistent with its fiduciary duties under Delaware law, to the Company’s stockholders that they vote to approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained proposal at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder hold a special meeting of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP stockholders at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as earliest practicable date after the date hereof, but in no event later than seventy-three ninety (7390) calendar days after the Closing Date for the purpose of obtaining Stockholder Approval (the "Stockholder Meeting Deadline"as defined below), a proxy statementif required to effect the purpose thereof, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval board of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split directors of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (Company that such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")proposal be 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 and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to solicit obtain such Stockholder Approval, and request that its Stockholders' approval officers and directors, cast their proxies in favor of such Resolutions proposal. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every three (3) months thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the written consent of a majority of its stockholders covering the Stockholder Approval so long as prior to forty-five (45) days after the Closing Date, such written consents are obtained and in accordance with Rule 14c-2 of Securities Exchange Act of 1934, as amended, 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 Stockholder Approval shall have been filed with the SEC and delivered to cause stockholders of the Board Company. “Stockholder Approval” means such approval as may be required by the applicable rules and regulations of Directors Principal Market from the stockholders of the Company to recommend consent to any issuance of the Stockholders that they approve Securities. Without limiting the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingforegoing, the Company shall enforce the obligations of each of the stockholders of the Company party to a Voting Agreement, including through the exercise of proxies provided thereunder, to the extent necessary or appropriate to cause an additional Stockholder Meeting each such stockholder to (i) appear at the Company’s stockholders meeting or otherwise cause the shares of the Company outstanding and beneficially owned by such stockholder to be held each calendar quarter thereafter until counted as present thereat for purposes of calculating a quorum, and (ii) vote, or cause to be voted, all of the Common Stock outstanding and beneficially owned by such stockholder in favor of the Stockholder Approval is obtainedat the Company’s stockholders meeting.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the seventy-fifth (75th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninetieth (7390th) calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than October 16, 2023 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP Buyers, at the expense of the Company. The proxy statement, soliciting if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (zi) the issuance of all of the Securities as described in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Transaction Documents in accordance Notes or Warrants, respectively) and (ii) a reverse split of the Company’s Common Stock at a ratio sufficient for the Company to regain compliance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to November 30, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing DateStockholder, the Company shall file with the SEC and, solely in their capacity as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder a stockholder of the Company with an information statement complying with and not in any other capacity, hereby agrees that, during the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions Agreement Period (as defined below), Proxyholder (as defined below) and shall exercise all of the voting rights attached to the Company Capital Stock held beneficially or of record by the Stockholder Approval (including any shares of Company Capital Stock that are issued upon the exercise of any options held by the Stockholder during the Agreement Period), which shares are set forth on Schedule 1 attached hereto (together with any shares issued upon the exercise of any options held by the Stockholder during the Agreement Period, the “Subject Shares”) (including the execution and delivery on behalf of such Stockholder of all instruments and documents to be executed by such Stockholder in its capacity as defined below)a voting stockholder): (a)(i) in favor of adoption and approval of the Merger Agreement and approval of the Contemplated Transactions and (ii) in favor of the termination of all Investor Agreements, and (b) against any of the following actions or proposals (other than the transactions contemplated by the Merger Agreement and the Contemplated Transactions, including but not limited to the actions authorized by the Required Company Stockholder Vote): (i) any change in the present capitalization of the Company or any amendment of the Organizational Documents of the Company, including any redemption of any equity securities in the Company (other than any redemption of equity securities in the Company held by the Company’s equityholders contemplated by the existing Organizational Documents of the Company); (ii) any change in the corporate structure or business of the Company; or (iii) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the Merger Agreement or would reasonably be expected to result in any of the conditions to the Company obligations under the Merger Agreement not being fulfilled prior to the termination of the Merger Agreement. In addition to Without limiting the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereofpracticable, but and in no event later than seventy-11:59 p.m. New York time on the day that is three (73) calendar days Business Days after the Closing Date (Registration Statement is declared effective under the "Stockholder Meeting Deadline")Securities Act, a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares shall execute and deliver, or cause to 1,000,000,000 shares (the "Capital Increase")be executed and delivered, (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for to each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to and Parent, the Stockholders that they written consent attached hereto as Exhibit A, which written consent shall adopt and approve the Resolutions. The Company Merger Agreement and the Merger, and such consent shall not be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. Ifamended, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedrescinded or modified.

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, Warrant Shares and Interest Shares (as defined in the Notes) previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Notes are then convertible (without regard to any limitations on conversion), plus (iii) the remaining number of Warrant Shares into which the outstanding Warrants are then exercisable (without regard to any limitations on exercise), is greater than fifty percent (50%) of the Exchange Cap (as defined in the Notes), then upon the request of the holders of at least a majority of the Notes then outstanding, the Company shall solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares and Warrant Shares, as set forth in this Agreement, the Notes and the Warrants in accordance with the rules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall file with the SEC and, a preliminary version of the proxy statement to be provided by the Company to its stockholders in connection with soliciting Stockholder Approval as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereofpossible, but in no event later than seventy-three twenty (7320) calendar days after the Closing Stockholder Approval Triggering Date (the "Stockholder Meeting Deadline"“Proxy Statement Filing Due Date”), and each Purchaser, as well as one counsel selected by the holders of a majority of the aggregate principal amount of the Notes then outstanding, shall be entitled to review, prior to filing with the SEC, such proxy statement, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in a form reasonably acceptable order to make the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense statements therein, in light of the Companycircumstances under which they were made, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutionsnot misleading. The Company shall be obligated to seek to obtain hold a meeting of its stockholders as soon as possible but in no event later than sixty (60) days after the Stockholder Approval Triggering Date (the “Stockholder Meeting Deadline”). If the Company fails to file the proxy statement referred to above by the Proxy Statement Filing Due Date or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Notes an additional amount in cash equal to the product of (i) the aggregate principal amount of all Notes held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and prior to the date that the proxy statement referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the proxy statement or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Proxy Statement Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or its annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar days after the Closing Date June 30, 2015 (the "“Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of approval of resolutions (the "“Stockholder Resolutions"”) providing for (xI) the an increase in the authorized shares of Common Stock of the Company from 400,000,000 shares 65,000,000 to 1,000,000,000 shares 200,000,000 (the "Capital Increase"“Authorized Share Increase Resolution”), (yII) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding least 6 to 1 (the "“Reverse Stock Split"Split Resolution”) and (zII) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (the “Principal Market Resolution”) (such affirmative approval being referred with respect to herein as the "Authorized Share Increase Resolution, the “Authorized Share Increase Stockholder Approval" ”, and the date such approval the Authorized Share Increase Stockholder Approval is obtained, the "“Authorized Share Increase Stockholder Approval Date"”, such affirmative approval with respect to the Reverse Stock Split Resolution, the “Reverse Stock Split Stockholder Approval”, and the date the Authorized Share Increase Stockholder Approval is obtained, the “Authorized Share Increase Stockholder Approval Date” and such affirmative approval with respect to the Principal Market Resolution, the “Principal Market Stockholder Approval”, and together with the Authorized Share Increase Stockholder Approval and the Reverse Stock Split Stockholder Approval, the “Stockholder Approval”, and the date the Principal Market Stockholder Approval is obtained, the “Principal Market Stockholder Approval Date”, and the later of the Principal Market Stockholder Approval Date, the Reverse Stock Split Stockholder Approval Date and the Authorized Share Increase Stockholder Approval Date, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held once in each of the three subsequent calendar quarter quarters thereafter until such Stockholder Approval is obtained. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On (i) If the Common Stock is listed on an Eligible Market (as defined in the Registration Rights Agreement) other than the Principal Market (the "NEW PRINCIPAL MARKET") and the issuance of the Conversion Shares, Warrant Shares and Common Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company's obligations under the rules or prior to ten (10) calendar days after regulations of the Closing DateNew Principal Market, then the Company shall file with obtain the SEC and, approval of its stockholders as soon as possible as permitted under required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements New Principal Market for issuances of the 1934 Act Conversion Shares, Warrant Shares and substantially Common Shares in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below)amount. In addition to the foregoing, if required by any governmental or regulatory agencyAt such time, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder MeetingSTOCKHOLDER MEETING"), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar 75 days after the Closing Date earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, any limitation imposed by the New Principal Market on the issuance of Conversion Shares, Warrant Shares or Common Shares (the "Stockholder Meeting DeadlineSTOCKHOLDER MEETING DEADLINE"), a proxy statement, substantially in a the form reasonably acceptable to which has been previously reviewed by the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxxx Xxxx & Zxxxx LLP Xxxxx LLP, at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market (and such affirmative approval being referred to herein as the "Stockholder Approval" STOCKHOLDER APPROVAL", and the date of such approval is obtainedStockholder Approval, the "Stockholder Approval DateSTOCKHOLDER APPROVAL DATE"), and the Company shall use its reasonable best efforts to (i) solicit its Stockholdersstockholders' approval of such Resolutions resolutions and to (ii) cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every six (6) months thereafter until such Stockholder Approval is obtainedobtained or the New Notes and the Warrants are no longer outstanding.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall use commercially reasonable efforts to file a preliminary proxy statement with the SEC and, Commission for the purpose of obtaining such approvals as soon as possible as permitted under may be required by the applicable rules and regulations promulgated by of the SEC, provide each Stockholder Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with an information statement complying with respect to (i) the requirements issuance of the 1934 Act Preferred Shares, (ii) entitling the Preferred Shares, on an as-converted basis, to a number of votes in excess of 19.99% of the issued and substantially outstanding Common Stock on the date of this Agreement (the “Voting Cap”), (iii) the issuance of all Conversion Shares issuable upon conversion of the Preferred Shares in excess of 19.99% of the form that has been previously reviewed issued and approved by outstanding Common Stock on the Investors date of this Agreement (the “Conversion Cap”), and Sxxxxxx Rxxx & Zxxxx LLP at (iv) any other applicable rule or regulation of the expense Nasdaq Stock Market (or any successor entity) from the stockholders of the Company informing such Stockholders with respect to the issuance of all Conversion Shares and Warrant Shares (collectively, the actions taken in accordance with the Resolutions (as defined below) and of the “Stockholder Approval (as defined belowApproval”). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder entitled use commercially reasonable efforts to vote at hold a special or annual meeting of Stockholders of its stockholders at the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable earliest practical date after the date hereof, of this Agreement but in no event later than seventy-three one hundred and twenty (73120) calendar days after the Closing Date (for the "purpose of obtaining the Stockholder Meeting Deadline")Approval, a proxy statement, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval ’s board of resolutions directors (the "Resolutions"“Board of Directors”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (that such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")proposals are approved, and the Company shall use solicit proxies from its reasonable best efforts to solicit its Stockholders' approval 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 Resolutions and to cause proposal. If the Board Company does not obtain Stockholder Approval at the first meeting held for such purpose, upon the written request of Directors holders of Preferred Shares representing at least a majority of the Company to recommend to amount of the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingoutstanding Preferred Shares, the Company shall cause an additional Stockholder Meeting use commercially reasonable efforts to be call another meeting of stockholders within four (4) months of the first meeting of stockholders held each calendar quarter thereafter until Stockholder Approval is obtainedpursuant to this Section 4(a).