Common use of Available Shares Clause in Contracts

Available Shares. (i) The Company shall have at all times authorized and reserved for issuance, free from preemptive rights, a number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty percent (150%) of the number of shares of Common Stock issuable as may be required, at any time, to satisfy the conversion rights of the Holders of principal on all outstanding Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) of the number of shares issuable upon exercise of all outstanding Warrants held by the Holders (in each case, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any of the Debentures or to exercise any of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and the number of shares to be reserved shall be based on (q) all outstanding Debentures and the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer Agent.

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty Seven Hundred percent (150700%) of the number of shares of Common Stock (1) issuable based upon the conversion of the then-outstanding Debentures (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture (for the avoidance of doubt, this shall be calculated based on all outstanding the applicable conversion price that would result on or after the date that is 180 days after the issuance date of the respective Debenture(s) regardless of the date of calculation) (without giving effect to the 4.99% limitation on ownership as set forth in the Debentures), provided, however that for purposes of the foregoing calculation, the full indebtedness under the Debentures plus interest thereon through shall be deemed immediately convertible and (2) issuable to the Maturity Buyer on future Closing Dates, based upon the lowest closing bid price per share of the Common Stock on the date before the most recent Closing Date (assuming as reported by Bloomberg LP) (collectively in the aggregate the “Required Reserve Amount”). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section, then the Company shall, without notice or demand by the Buyer, call within thirty (30) days of such occurrence and hold within sixty (60) days of such occurrence a special meeting of shareholders, for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within one (in each case1) business day following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non-issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid, the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions cause the appropriate increase in its authorized shares of Common Stock within one (1) business day (or as soon thereafter as permitted by applicable law). Company’s failure to the Transfer Agent to reserve for issuance to the Buyer the number comply with these provisions will be an Event of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to Default (as defined in the preceding sentence have been given to the Transfer AgentDebentures).

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty Two Hundred percent (150200%) of the number of shares of Common Stock (1) issuable based upon the conversion of the then-outstanding Debenture (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture (for the avoidance of doubt, this shall be calculated based on all outstanding Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, (as defined belowin the Debenture) (without giving effect to the 4.99% limitation on ownership as set forth in the Debenture) and (2) issuable upon full exercise of the Warrant (without giving effect to the 4.99% limitation on ownership as set forth in the Warrant) (collectively in the aggregate the “Required Reserve Amount”). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section, plus then the Company shall, without notice or demand by the Buyer, call within thirty (y30) one hundred percent days of such occurrence and hold within ninety (100%90) days of such occurrence a special meeting of shareholders, for the sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within one (in each case1) business day following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non-issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid, the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions cause the appropriate increase in its authorized shares of Common Stock within one (1) business day (or as soon thereafter as permitted by applicable law). Company’s failure to the Transfer Agent to reserve for issuance to the Buyer the number comply with these provisions will be an Event of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to Default (as defined in the preceding sentence have been given to the Transfer AgentDebenture).

Available Shares. (i) The Company shall have at all times authorized and reserved for issuance, free from preemptive rights, a number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty percent (150%) of the number of shares of Common Stock issuable as may be required, at any time, to satisfy the conversion rights of the Holders of principal on all outstanding Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) of the number of shares issuable upon exercise of all outstanding Warrants held by the Holders (in each case, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any of the Debentures or to exercise any of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the relevant Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and the number of shares to be reserved shall be based on (q) all outstanding Debentures and the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next Closing Date, the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer Agent.

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty Five Hundred percent (150500%) of the number of shares of Common Stock (1) issuable based upon the conversion of the then- outstanding Debentures (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture Debenture (without giving effect to the 4.99% limitation on all outstanding ownership as set forth in the Debentures), provided, however that for purposes of the foregoing calculation, the full indebtedness under the Debentures plus interest thereon through shall be deemed immediately convertible and (2) issuable to the Maturity Buyer on future Closing Dates, based upon the lowest closing bid price per share of the Common Stock on the date before the most recent Closing Date (assuming as reported by Bloomberg LP). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section, then the Company shall, without notice or demand by the Buyer, call within thirty (30) days of such occurrence and hold within sixty (60) days of such occurrence a special meeting of shareholders, for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within one (in each case1) business day following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non-issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid, the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions cause the appropriate increase in its authorized shares of Common Stock within one (1) business day (or as soon thereafter as permitted by applicable law). Company’s failure to the Transfer Agent to reserve for issuance to the Buyer the number comply with these provisions will be an Event of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to Default (as defined in the preceding sentence have been given to the Transfer AgentDebentures).

Available Shares. (i) The Company shall have at all times authorized and reserved for issuance, free from preemptive rights, a number of shares (the “"Reserved Amount”") at least equal to the sum of (x) one hundred and fifty percent (150%) of the sum of (x) the number of shares of Common Stock issuable as may be required, at any time, to satisfy the conversion rights of the Holders of principal on all outstanding Convertible Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined belowPrice), plus (y) one hundred percent (100%) of the sum of (y) the number of shares issuable upon exercise of all outstanding Warrants held by the all Holders (in each case, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s 's right to convert any of the Debentures or to exercise any of the Warrants held by such any Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”)quarter, and the number of shares to be reserved shall be based on (q) all outstanding Debentures and the Conversion Price which would have been applicable as of such Reserved Share Determination Date date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the BuyerBuyer (which request shall not be made more frequently than once a year), provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer Agent.

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty Two Hundred percent (150200%) of the number of shares of Common Stock (1) issuable based upon the conversion of the then-outstanding Debenture (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture (for the avoidance of doubt, this shall be calculated based on all outstanding Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, (as defined belowin the Debenture) (without giving effect to the 4.99% limitation on ownership as set forth in the Debenture) and (2) issuable upon full exercise of the Warrant (without giving effect to the 4.99% limitation on ownership as set forth in the Warrant) (collectively in the aggregate the “Required Reserve Amount”). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section, plus then the Company shall, without notice or demand by the Buyer, call within thirty (y30) one hundred percent days of such occurrence and hold within sixty (100%60) days of such occurrence a special meeting of shareholders, for the sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within one (in each case1) business day following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non-issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid, the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions cause the appropriate increase in its authorized shares of Common Stock within one (1) business day (or as soon thereafter as permitted by applicable law). Company’s failure to the Transfer Agent to reserve for issuance to the Buyer the number comply with these provisions will be an Event of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to Default (as defined in the preceding sentence have been given to the Transfer AgentDebenture).

Available Shares. (i) The Company shall have at all times authorized and reserved for issuance, free from preemptive rights, a number of shares (the “Reserved Amount”) at least equal to the sum of (xy) one hundred fifty ten percent (150110%) of the Series A Stock issuable upon conversion of the Notes, exercise of the Warrants, and payment of the rental payments pursuant to the Master Lease Agreement and (z) one hundred ten percent (110%) of the number of shares of Common Stock issuable as may be requiredupon conversion of the Series A Stock, at any time, to satisfy the conversion rights of the Holders of principal on all outstanding Debentures any of the Purchased Securities through the maturity date of each such security plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) of the number of shares issuable upon exercise of all outstanding Warrants held by the Holders maturity date (in each case, whether any of such outstanding Convertible Debentures or Warrants Purchased Securities were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any of the Debentures or to exercise any of the Warrants Purchased Securities held by such Holder). (ii) The Reserved Amount shall be determined on the Initial Closing Date and after each New Transaction Subsequent Closing DateDate thereafter, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and the number of shares to be reserved shall be based on (qA) all outstanding Debentures Purchased Securities and Series A Stock and the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (rB) all unexercised Warrants warrants and options issued by the Company as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent its transfer agent, if any, to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer AgentCompany’s transfer agent, if any.

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty Seven Hundred percent (150700%) of the number of shares of Common Stock (1) issuable based upon the conversion of the then-outstanding Debentures (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture (without giving effect to the 4.99% limitation on all outstanding ownership as set forth in the Debentures), provided, however that for purposes of the foregoing calculation, the full indebtedness under the Debentures plus interest thereon through shall be deemed immediately convertible and (2) issuable to the Maturity Buyer on future Closing Dates, based upon the lowest closing bid price per share of the Common Stock on the date before the most recent Closing Date (assuming as reported by Bloomberg LP) (collectively in the aggregate the “Required Reserve Amount”). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section, then the Company shall, without notice or demand by the Buyer, call within thirty (30) days of such occurrence and hold within sixty (60) days of such occurrence a special meeting of shareholders, for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within one (in each case1) business day following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non-issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid, the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions cause the appropriate increase in its authorized shares of Common Stock within one (1) business day (or as soon thereafter as permitted by applicable law). Company’s failure to the Transfer Agent to reserve for issuance to the Buyer the number comply with these provisions will be an Event of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to Default (as defined in the preceding sentence have been given to the Transfer AgentDebentures).

Available Shares. (i) The Company shall have at all times authorized and reserved for issuance, free from preemptive rights, a number of shares (the “"Reserved Amount”") at least equal to one hundred percent (100%) of the sum of (x) one hundred fifty percent (150%) of the number of shares of Common Stock issuable as may be required, at any time, to satisfy the conversion rights of the Holders of principal on all outstanding Convertible Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest the Conversion Price in effect on the Reserved Share Determination Date, as defined belowPrice), plus (y) one hundred percent after the Authorized Share Increase (100%) of but not before), the number of shares issuable upon exercise of all outstanding Warrants held by the all Holders (in each case, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s 's right to convert any of the Debentures or to exercise any of the Warrants held by such any Holder). (ii) The Reserved Amount shall be determined on the each Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”)quarter, and the number of shares to be reserved shall be based on (q) all outstanding Debentures and the Conversion Price which would have been applicable as of such Reserved Share Determination Date date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the Closing Date or the next Closing Date, New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer Agent.

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one three hundred fifty percent (150300%) of the number of shares of Common Stock (1) issuable based upon the Conversion Price of the then-outstanding Debentures (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture and (2) issuable to the Buyer on all outstanding Debentures plus interest thereon through future Closing Dates, based upon the Maturity lowest closing bid price per share of the Common Stock on the date before the most recent Closing Date (assuming for such purposes that interest is paid in as reported by Bloomberg LP). Notwithstanding the foregoing, if the Company reserves Fifteen Million (15,000,000) shares at and increases the Interest Conversion Price in effect on the Reserved Share Determination Dateamount of shares, as defined below), plus (y) one if necessary to achieve three hundred percent (100300%) coverage within thirty (30) days of the date hereof, then the Company shall be deemed to have complied with the minimum requirement set forth above. The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved and/or the closing bid price is below the threshold stated above, then the Company shall, without notice or demand by the Buyer, call within thirty (30) days of such occurrence and hold within sixty (60) days of such occurrence a special meeting of shareholders, for the sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s Management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within one (in each case1) business day following approval at such meeting within ten (10) business days following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non-issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the 1934 Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid, the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to cause the Transfer Agent to reserve for issuance to the Buyer the number appropriate increase in its authorized shares of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified Common Stock within one (1) business day (or as soon thereafter as permitted by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer Agentapplicable law).

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty Seven Hundred percent (150700%) of the number of shares of Common Stock (1) issuable based upon the conversion of the then-outstanding Debentures (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture Debenture (without giving effect to the 4.99% limitation on all outstanding ownership as set forth in the Debentures), provided, however that for purposes of the foregoing calculation, the full indebtedness under the Debentures plus interest thereon through shall be deemed immediately convertible and (2) issuable to the Maturity Buyer on future Closing Dates, based upon the lowest closing bid price per share of the Common Stock on the date before the most recent Closing Date (assuming as reported by Bloomberg LP). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section, then the Company shall, without notice or demand by the Buyer, call within thirty (30) days of such occurrence and hold within sixty (60) days of such occurrence a special meeting of shareholders, for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within one (in each case1) business day following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non-issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid, the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions cause the appropriate increase in its authorized shares of Common Stock within one (1) business day (or as soon thereafter as permitted by applicable law). Company’s failure to the Transfer Agent to reserve for issuance to the Buyer the number comply with these provisions will be an Event of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to Default (as defined in the preceding sentence have been given to the Transfer AgentDebentures).

Available Shares. (i) The Company shall have at all times authorized and reserved for issuance, free from preemptive rights, a number of shares (the “Reserved Amount”) at least equal to the sum of (xy) one hundred fifty ten percent (150110%) of the Series A Stock issuable upon conversion of the Notes and exercise of the Warrants and (z) one hundred ten percent (110%) of the number of shares of Common Stock issuable as may be requiredupon conversion of the Series A Stock, at any time, to satisfy the conversion rights of the Holders of principal on all outstanding Debentures any of the Purchased Securities through the maturity date of each such security plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) of the number of shares issuable upon exercise of all outstanding Warrants held by the Holders maturity date (in each case, whether any of such outstanding Convertible Debentures or Warrants Purchased Securities were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any of the Debentures or to exercise any of the Warrants Purchased Securities held by such Holder). (ii) The Reserved Amount shall be determined on the Initial Closing Date and after each New Transaction Subsequent Closing DateDate thereafter, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and the number of shares to be reserved shall be based on (qA) all outstanding Debentures Purchased Securities and Series A Stock and the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (rB) all unexercised Warrants warrants and options issued by the Company as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent its transfer agent, if any, to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer AgentCompany’s transfer agent, if any.

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty Seven Hundred percent (150700%) (with the understanding that Six Hundred percent (600%) shall be deemed satisfactory for the initial 45 calendar days after the date of this Agreement) of the number of shares of Common Stock (1) issuable based upon the conversion of the then-outstanding Debentures (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture (for the avoidance of doubt, this shall be calculated based on all outstanding the applicable conversion price that would result on or after the date that is 180 calendar days after the issuance date of the respective Debenture(s) regardless of the date of calculation) (without giving effect to the 4.99% limitation on ownership as set forth in the Debentures), provided, however that for purposes of the foregoing calculation, the full indebtedness under the Debentures plus interest thereon through shall be deemed immediately convertible and (2) issuable to the Maturity Buyer on future Closing Dates, based upon the lowest traded price per share of the Common Stock on the date before the most recent Closing Date (assuming as reported by Bloomberg LP) (collectively in the aggregate the “Required Reserve Amount”). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section, then the Company shall, without notice or demand by the Buyer, call within thirty (30) days of such occurrence and hold within sixty (60) days of such occurrence a special meeting of shareholders, for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within one (in each case1) business day following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non- issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid, the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions cause the appropriate increase in its authorized shares of Common Stock within one (1) business day (or as soon thereafter as permitted by applicable law). Company’s failure to the Transfer Agent to reserve for issuance to the Buyer the number comply with these provisions will be an Event of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to Default (as defined in the preceding sentence have been given to the Transfer AgentDebentures).

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty Two Hundred percent (150200%) of the number of shares of Common Stock (1) issuable based upon the conversion of the then-outstanding Debenture (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture (for the avoidance of doubt, this shall be calculated based on all outstanding Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, (as defined belowin the Debenture) (without giving effect to the 4.99% limitation on ownership as set forth in the Debenture) and (2) issuable upon full exercise of the Warrant (without giving effect to the 4.99% limitation on ownership as set forth in the Warrant) (collectively in the aggregate the “Required Reserve Amount”). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section, plus then the Company shall, without notice or demand by the Buyer, call within thirty (y30) one hundred percent days of such occurrence and hold within sixty (100%60) days of such occurrence a special meeting of shareholders, for the sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within four (in each case4) business days following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non-issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid and after the Conversion Price which would have been applicable as requisite waiting period of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain any Schedule 14C Information Statement, the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions cause the appropriate increase in its authorized shares of Common Stock within four (4) business days (or as soon thereafter as permitted by applicable law). Company’s failure to the Transfer Agent to reserve for issuance to the Buyer the number comply with these provisions will be an Event of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to Default (as defined in the preceding sentence have been given to the Transfer AgentDebenture).

Available Shares. (i) The Company shall have at all times authorized and reserved for issuance, free from preemptive rights, a number of shares (the “"Reserved Amount”") at least equal to the sum of (x) (1) until the Final Lock-up Date, one hundred fifty percent (150%) ), and thereafter one hundred percent (100%), of the number of shares of Common Stock issuable as may be required, at any time, to satisfy the conversion rights of the Holders of principal on all outstanding Debentures Convertible Notes plus the sum of all accrued interest thereon and all interest would accrue through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) of the number of shares issuable upon exercise of all outstanding Warrants held by the all Holders (in each case, whether any of such outstanding Convertible Debentures Notes or Warrants were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s 's right to convert any of the Debentures Notes or to exercise any of the Warrants held by such any Holder). (ii) The Reserved Amount shall be determined on the Closing Date and and, until the Final Lock-up Date, after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “"Reserved Share Determination Date”"), and the number of shares to be reserved shall be based on (q) all outstanding Debentures Notes and the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer Agent.

Available Shares. (i) The Company shall have at all times authorized and reserved for issuance, free from preemptive rights, a number of shares (the “Reserved Amount”"Minimum Available Shares") at least equal to the sum of (x) one hundred fifty percent (150%) of the number of shares of Common Stock issuable as may be required, at any time, to satisfy the conversion rights of the Holders of principal on all outstanding Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) of the number of shares issuable upon exercise of all outstanding Warrants held by the Holders Buyer and its transferees, if any (in each case, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holder, the Buyer or to any other party and party). For the purposes of such calculations, the Company should assume that all Warrants were then exercisable without regard to any restrictions which might limit any Holder’s Buyer's right to convert any of the Debentures or to exercise any of the Warrants held by such Holder)any Buyer. I. PUBLICITY, FILINGS, RELEASES, ETC. Each of the parties agrees that it will not disseminate any information relating to the Transaction Agreements or the transactions contemplated thereby, including issuing any press releases, holding any press conferences or other forums, or filing any reports (ii) The Reserved Amount shall be determined collectively, "Publicity"), without giving the other party reasonable advance notice and an opportunity to comment on the Closing Date and after each New Transaction Closing Datecontents thereof. Neither party will include in any such Publicity any statement or statements or other material to which the other party reasonably objects. In furtherance of the foregoing, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and the number of shares to be reserved shall be based on (q) all outstanding Debentures and the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent to reserve for issuance will provide to the Buyer drafts of the number applicable text of shares equal any filing intended to be made with the SEC which refers to the Reserved AmountTransaction Agreements or the transactions contemplated thereby as soon as practicable (but at least three (3) business days before such filing will be made) and will not include in such filing any statement or statements or other material to which the other party reasonably objects. The Company willNotwithstanding the foregoing, at the request each of the Buyer, provide written confirmation, certified by an executive officer parties hereby consents to the inclusion of the Company, text of the number Transaction Agreements in filings made with the SEC (but any descriptive text accompanying or part of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given such filing shall be subject to the Transfer Agentother provisions of this paragraph.)

Available Shares. (i) The Company shall have at all times authorized and reserved for issuance, free from preemptive rights, a number of shares (the “Reserved Amount”) at least equal to one hundred percent (100%) of the sum of (x) one hundred fifty percent (150%) of the number of shares of Common Stock issuable as may be required, at any time, to satisfy the conversion rights of the Holders of principal on all outstanding Convertible Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined belowPrice), plus (y) one hundred percent (100%) of the number of shares issuable upon exercise of all outstanding Warrants held by the all Holders (in each case, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any of the Debentures or to exercise any of the Warrants held by such any Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”)quarter, and the number of shares to be reserved shall be based on (q) all outstanding Debentures and the Conversion Price which would have been applicable as of such Reserved Share Determination Date date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the BuyerBuyer (which request shall not be made more frequently than twice a year), provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer Agent.

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty Five Hundred percent (150500%) of the number of shares of Common Stock (1) issuable based upon the conversion of the then-outstanding Debentures (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture (without giving effect to the 4.99% limitation on all outstanding ownership or One Hundred Eighty (180) day delay in convertibility, as set forth in the Debentures), provided, however that for purposes of the foregoing calculation, the full indebtedness under the Debentures plus interest thereon through shall be deemed immediately convertible and (2) issuable to the Maturity Buyer on future Closing Dates, based upon the lowest closing bid price per share of the Common Stock on the date before the most recent Closing Date (assuming as reported by Bloomberg LP). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section, then the Company shall, without notice or demand by the Buyer, call within thirty (30) days of such occurrence and hold within sixty (60) days of such occurrence a special meeting of shareholders, for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within one (in each case1) business day following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non-issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid, the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions cause the appropriate increase in its authorized shares of Common Stock within one (1) business day (or as soon thereafter as permitted by applicable law). Company’s failure to the Transfer Agent to reserve for issuance to the Buyer the number comply with these provisions will be an Event of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to Default (as defined in the preceding sentence have been given to the Transfer AgentDebentures).

Available Shares. (i) The provisions of clause (ii) of this Section 4(i) shall be applicable to fifty percent (50%) of (x) all of the then outstanding Debentures and (y) all of the then outstanding Warrants until the amendment of the Certificate of Incorporation to implement the Authorized Share Increase. Thereafter, the provisions of clause (ii) of this Section 4(i) shall be applicable to one hundred percent (100%) of all of the then outstanding Debentures and all the then outstanding Warrants. (ii) The Company shall have at all times authorized and reserved for issuance, free from preemptive rights, a number of shares (the “"Reserved Amount”") at least equal to one hundred twenty-five percent (125%) of the sum of (x) one hundred fifty percent (150%) of the number of shares of Common Stock issuable as may be required, at any time, to satisfy the conversion rights of the Holders of principal on all all (i) outstanding Convertible Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) of the number of shares issuable upon exercise of all outstanding Warrants held by the all Holders (in each case, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s 's right to convert any of the Debentures or to exercise any of the Warrants held by such any Holder). (ii) . The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and the number of shares to be reserved shall be based on (q) all outstanding Convertible Debentures and the Conversion Price which would have been applicable as of such Reserved Share Determination Date date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer Agent.

Available Shares. The Company shall at all times keep authorized and reserved and available for issuance, free of preemptive rights, such number of Ordinary Shares are issuable upon conversion of the Debenture at any time. If the Company determines at any time that it does not have a sufficient number of authorized Ordinary Shares to reserve and keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts to increase the number of authorized Ordinary Shares by seeking Shareholder Approval for the authorization of such additional Ordinary Shares. (ia) The Company shall have maintain a reserve from its duly authorized Ordinary Shares for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents. (b) If, on any date, the number of authorized but unissued (and otherwise unreserved) Ordinary Shares is less than 200% of the Required Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s M&A to increase the number of authorized but unissued Ordinary Shares to at all times authorized least 100% of the Required Minimum at such time, as soon as possible and reserved for issuancein any event not later than the 75th day after such date. (c) The Company shall, free from preemptive rightsif applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading Market an additional shares listing application covering a number of shares (the “Reserved Amount”) Ordinary Shares at least equal to the sum of (x) one hundred fifty percent (150%) of the number of shares of Common Stock issuable as may be required, at any time, to satisfy the conversion rights of the Holders of principal on all outstanding Debentures plus interest thereon through the Maturity Date (assuming for such purposes that interest is paid in shares at the Interest Conversion Price in effect Shares on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) of the number of shares issuable upon exercise of all outstanding Warrants held by the Holders (in each case, whether any date of such outstanding Convertible Debentures or Warrants were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any of the Debentures or to exercise any of the Warrants held by such Holder). application; (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each take all steps necessary to cause such determination date, a “Reserved Share Determination Date”), and the number of shares Ordinary Shares to be reserved shall be based approved for listing or quotation on such Trading Market as soon as possible thereafter; (qiii) all outstanding Debentures and provide to the Conversion Price which would have been applicable as Investor evidence of such Reserved Share Determination Date listing or quotation; and (riv) all unexercised Warrants as maintain the listing or quotation of such date. The Reserved Amount determined Ordinary Share on any date at least equal to the Required Minimum on such date shall remain the Reserved Amount until the next New Transaction Closing Date on such Trading Market or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to in the preceding sentence have been given to the Transfer Agentanother Trading Market.

Available Shares. (i) The Upon the initial issuance of the Debentures, the Company shall have reserve out of the authorized but unissued shares of Common Stock for issuance upon conversion of the Debentures such number of shares equal to 200% of the number of shares which would be issuable if all of the Debentures issued to all Lenders were converted in their entirety on the Closing Date based on the Conversion Price in effect on that date and thereafter the number of authorized but unissued shares of Common Stock so reserved (the "Reserved Amount") shall not be decreased, but may be increased pursuant to subparagraph (ii) of this Section 4(h), and shall at all times authorized and reserved be sufficient to provide for issuance, free from preemptive rights, a number the conversion of shares all of the Debentures then outstanding at the then current Conversion Price thereof. The Reserved Amount shall be allocated to the Holders of Debentures as provided in Section 4(k) hereof. 14 (ii) If the Reserved Amount for any ten (10) consecutive trading days (the “Reserved Amount”last of such 10 trading days being the "Authorization Trigger Date") at least equal to the sum of (x) one hundred fifty percent (shall be less than 150%) % of the number of shares of Common Stock issuable upon potential conversion of the then outstanding Debentures of all Holders, the Company shall immediately notify the Holders of the Debentures of such occurrence and shall take immediate action (including, if necessary, seeking stockholder approval to authorize the issuance of additional shares of Common Stock) to increase the Reserved Amount to 200% of the number of shares of Common Stock then issuable upon conversion of the outstanding Debentures of all Holders. In the event the Company fails to so increase the Reserved Amount within ninety (90) days after an Authorization Trigger Date (such event being the "Reserved Amount Trigger Date"), each Holder of Debentures shall thereafter have the option, exercisable in whole or in part at any time and from time to time after the Reserved Amount Trigger Date, by delivery of a Redemption Notice (as may defined in the Debentures) to the Company, to require the Company to purchase for cash, at an amount equal to the Redemption Amount, a portion of the Holder's Debentures such that, after giving effect to such purchase, the Holder's allocated portion of the Reserved Amount equals or exceeds 200% of the total number of shares of Common Stock issuable to such Holder upon conversion of its Debentures. If the Company fails to redeem such portion of the Holder's Debentures within five (5) business days after its receipt of such Redemption Notice, then such Holder shall be requiredentitled to the remedies provided in the Debentures. (iii) Notwithstanding the provisions of Section 4(h)(ii) hereof, a Holder of Debentures shall have no right to require the Company to effect a redemption of such Holder's outstanding Debentures as provided in the immediately preceding subparagraph (ii) so long as (i) the Company has not, at any time, to satisfy decreased the conversion rights Reserved Amount below that number of shares of Common Stock computed as set forth in subparagraphs (i) and (ii) of this Section 4(h); (ii) the Holders of principal on all outstanding Debentures plus interest thereon through Company shall have taken immediate action following the Maturity applicable Authorization Trigger Date (assuming for such purposes that interest is paid in including, if necessary, seeking stockholder approval to authorize the issuance of additional shares at the Interest Conversion Price in effect on of Common Stock) to increase the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) Amount to 200% of the number of shares of Common Stock then issuable upon exercise conversion of the outstanding Debentures of all outstanding Warrants held by the Holders (in each case, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holder, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any of the Debentures or to exercise any of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and the number of shares to be reserved shall be based on (q) all outstanding Debentures and the Conversion Price which would have been applicable as of such Reserved Share Determination Date Holders; and (riii) all unexercised Warrants as the Company continues to use its commercially reasonable good faith best efforts (including the resolicitation of such date. The Reserved Amount determined on such date shall remain stockholder approval, if necessary, to authorize the issuance of additional shares of Common Stock) to increase the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions to the Transfer Agent to reserve for issuance to the Buyer the number of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, 200% of the number of shares of Common Stock then reserved for issuable upon conversion of the Buyer and outstanding Debentures of all Holders. The Company will be deemed to be using "its commercially reasonable good faith best efforts" to increase the Reserved Amount so long as it solicits stockholder approval to authorize the issuance of additional shares of Common Stock not less than two (2) times during each twelve month period following the applicable Authorization Trigger Date during which any Debentures remain outstanding; provided that no such limitation on the instructions referred redemption rights set out in subparagraph (ii) of this Section 4(h) shall be effective if the Company fails to in the preceding sentence have been given to the Transfer Agentobtain stockholder approval after two (2) attempts.

Available Shares. (i) The Commencing on the date of execution and delivery of this Agreement, the Company shall have at all times and maintain authorized and reserved for issuance, free from preemptive rights, a that number of shares (the “Reserved Amount”) at least equal to the sum of (x) one hundred fifty Five Hundred percent (150500%) of the number of shares of Common Stock (1) issuable based upon the conversion of the then-outstanding Debentures (including accrued interest thereon) as may be required, at any time, required to satisfy the conversion rights of the Holders Buyer pursuant to the terms and conditions of principal the Debenture Debenture (without giving effect to the 4.99% limitation on all outstanding ownership as set forth in the Debentures), provided, however that for purposes of the foregoing calculation, the full indebtedness under the Debentures plus interest thereon through shall be deemed immediately convertible and (2) issuable to the Maturity Buyer on future Closing Dates, based upon the lowest closing bid price per share of the Common Stock on the date before the most recent Closing Date (assuming as reported by Bloomberg LP). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section, then the Company shall, without notice or demand by the Buyer, call within thirty (30) days of such occurrence and hold within sixty (60) days of such occurrence a special meeting of shareholders, for such purposes that interest is paid in shares at the Interest Conversion Price in effect on the Reserved Share Determination Date, as defined below), plus (y) one hundred percent (100%) sole purpose of increasing the number of shares issuable upon exercise authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock authorized at the meeting. Members of the Company’s management shall also vote all outstanding Warrants held of their own shares in favor of increasing the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the Holders stockholders at the meeting, the Company shall implement the increase in authorized shares within one (in each case1) business day following approval at such meeting. Alternatively, whether any of such outstanding Convertible Debentures or Warrants were originally issued to the Holderextent permitted by applicable law, in lieu of calling and holding a meeting as described above, the Buyer or to any other party and without regard to any restrictions which might limit any Holder’s right to convert any Company may, within thirty (30) days of the Debentures or date when the Company does not have available an amount of authorized and non-issued Shares required to exercise any be reserved as described above, procure the written consent of the Warrants held by such Holder). (ii) The Reserved Amount shall be determined on the Closing Date and after each New Transaction Closing Date, and thereafter on the first Trading Day after the end of each subsequent calendar quarter (each such determination date, a “Reserved Share Determination Date”), and stockholders to increase the number of shares to authorized, and provide the stockholders with notice thereof as may be reserved shall be based on required under applicable law (qincluding without limitation Section 14(c) all outstanding Debentures of the Exchange Act and Regulation 14C thereunder). Upon obtaining stockholder approval as aforesaid, the Conversion Price which would have been applicable as of such Reserved Share Determination Date and (r) all unexercised Warrants as of such date. The Reserved Amount determined on such date shall remain the Reserved Amount until the next New Transaction Closing Date or the next quarterly determination, as the case may be. The Company shall give written instructions cause the appropriate increase in its authorized shares of Common Stock within one (1) business day (or as soon thereafter as permitted by applicable law). Company’s failure to the Transfer Agent to reserve for issuance to the Buyer the number comply with these provisions will be an Event of shares equal to the Reserved Amount. The Company will, at the request of the Buyer, provide written confirmation, certified by an executive officer of the Company, of the number of shares then reserved for the Buyer and that the instructions referred to Default (as defined in the preceding sentence have been given to the Transfer AgentDebentures).