Common use of Capital Changes Clause in Contracts

Capital Changes. From the date hereof until one year after the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading Market.

Capital Changes. From Until one (1) year following the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketRepresentative.

Capital Changes. From Until the date hereof until one year that is sixty (60) days after the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain Shares and Pre-Funded Warrants, based on the listing of Company Common Stock on a Trading Marketinitial Subscription Amounts hereunder.

Capital Changes. From Until six (6) months following the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority Representative (except as otherwise described in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketProspectus).

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such reverse stock split is necessary or reclassification is required advisable, in the sole determination of the Board of Directors, in order to maintain the listing of the Common Stock on the Trading Market on which the Common Stock is then listed or quoted or in connection with the application by the Company to list or quote the Common Stock on a different Trading Market.

Capital Changes. From Until the one year anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after nine month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one one-year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock Class A Shares or ADSs without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the 12 month anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.

Capital Changes. From Until the date hereof until one year after 180 days of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than in connection with the uplisting of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on to a Trading Marketnational exchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such reverse split or reclassification is required to maintain made in conjunction with the listing of Company the Common Stock on a Trading Marketnational securities exchange.

Capital Changes. From Until the date hereof until one year that is sixty (60) days after the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain Shares and Pre-Funded Warrants, based on the listing of Company Common Stock on a Trading Marketinitial Subscription Amounts hereunder.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, except as required to maintain listing on a Trading Market, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Stock, provided that this Section 4.18 shall not apply solely in connection with any reverse stock split that is conducted in order to meet or reclassification is required to maintain compliance with the listing standards of Company Common Stock on a any Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding holders of a majority in interest of the shares of then-outstanding Series B Preferred Stock unless such Stock. Notwithstanding the preceding, this Section 4.16 shall not apply to a reverse stock split or reclassification is required to maintain the listing of Company Common Stock on a Trading Marketeffectuated in connection with an Uplisting.

Capital Changes. From Until the one-year anniversary of the later of (a) the Effective Date and (b) the date hereof until one year after the Effective Datethat Shareholder Approval is obtained and deemed effective, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Stock, , other than a reverse stock split or reclassification that is required required, in the good faith determination of the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after six month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest Principal Amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketNotes.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest unless the purpose of the shares reverse split is to meet the minimum stock price under any of Preferred the initial listing requirements of the Nasdaq or New York Stock unless such split or reclassification is required to maintain Exchanges (including the listing of Company Common Stock on a Trading MarketNYSEMKT).

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Stock, provided that this Section 4.17 shall not apply solely in connection with any reverse stock split that is conducted in order to meet or reclassification is required to maintain compliance with the listing standards of Company Common Stock on a any Trading Market.

Capital Changes. From Until the date hereof until one year after that is 180 days of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the 12 month anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares; provided, however, that the Company may undertake a reverse split of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock at any time in order to satisfy the minimum market price requirement of a national securities market or exchange on a Trading Marketwhich it intends to pursue listing.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock Ordinary Shares without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares then outstanding; provided, however, that this Section 4.15 shall not apply solely in connection with any reverse stock split conducted to meet or reclassification is required to maintain compliance with the listing standards of Company Common Stock on a any Trading Market...

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Series C Preferred Stock Stock, unless such split or reclassification is required to maintain the listing of Company the Common Stock on a Trading the Nasdaq Stock Market.

Capital Changes. From Until 60 days after the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after 30th day following the Effective Date, the Company shall not undertake a consummate the Reverse Stock Split or any reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares and Pre-Funded Warrants other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after six month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock; unless the Company shall undertake such split or reclassification corporate action to satisfy the continued listing requirements of the national securities exchange where the Company’s common stock is required to maintain the listing of Company Common Stock on a Trading Markettrading at such time.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such Debentures except for a reverse stock split or reclassification is required directly related to maintain the Company’s listing of Company the Common Stock on a Trading MarketMarket other than the OTC Bulletin Board or the American Stock Exchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless Stock; provided, however, that the Company shall not be prohibited from undertaking any such split actions for the purpose of either maintaining or reclassification is required to maintain the up-listing of Company the quotation of such Common Stock on a Trading Market.

Capital Changes. From Until the date hereof until one year after six-month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year that is thirty (30) days after the Effective Release Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain Shares and Pre-Funded Warrants, based on the listing of Company Common Stock on a Trading Marketinitial Subscription Amounts hereunder.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares, except for the reverse stock split or reclassification is required to maintain previously approved by the listing of Company Common Stock on a Trading MarketCompany's stockholders.

Capital Changes. From Unless otherwise required or advisable to comply with the date hereof Trading Market’s listing requirements, until the one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one one-year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock Ordinary Shares and/or ADSs without the prior written consent of the Purchasers holding a majority in interest of the shares Stated Value of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Stock, provided however, that the Company may undertake a reverse stock split or reclassification is required to maintain of the listing of Company Common Stock at any time in order to meet the minimum price requirement necessary to become approved for listing on a Trading Marketnational securities market or exchange.

Capital Changes. From Until the two year anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares, except for the reverse stock split or reclassification is required to maintain previously approved by the listing of Company Common Stock on a Trading MarketCompany’s stockholders.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Shares unless such reverse stock split is necessary or reclassification is required advisable, in the sole determination of the Board of Directors, in order to maintain the listing of the Common Stock on the Trading Market on which the Common Stock is then listed or quoted or in connection with the application by the Company to list or quote the Common Stock on a different Trading Market.

Capital Changes. From Until the date hereof until one year after 180 day anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than in connection with the uplisting of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading Marketto the Nasdaq Stock Market or the New York Stock Exchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares; provided, however, that the Company may undertake a reverse stock split of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on at any time in order to satisfy the minimum market price requirement of a Trading Marketnational securities exchange in connection with a listing application.

Capital Changes. From Until the three (3) year anniversary of the date hereof until one year after the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketPurchaser.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares; provided however, that the Company may undertake a reverse split of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock at any time in order to satisfy the minimum market price requirement of a national securities market or exchange on a Trading Marketwhich it intends to pursue listing.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares; provided, however, that this Section 4.15 shall not apply solely in connection with any reverse stock split conducted to comply or maintain compliance with the initial or continued listing standards of Preferred Stock unless such split the Trading Market or reclassification is required to maintain the listing of Company Common Stock on a other Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares Debentures; provided, however, that the Company may undertake a reverse split of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock at any time in order to satisfy the minimum market price requirement of a national securities market or exchange on a Trading Marketwhich it intends to pursue listing.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such split or reclassification is required to maintain the listing of Company the Common Stock on a Trading Marketnational securities exchange.

Capital Changes. From the date hereof until one year after Until the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after that is 18 months following the Effective Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest Purchaser; provided however, such written consent of the shares of Preferred Stock unless Purchaser shall not be unreasonably withheld if such reverse or forward stock split or reclassification of the Common Stock is required for the Company to maintain the listing of Company list its Common Stock on a Trading Marketnational securities exchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Stock; provided, however, this Section 4.17 shall not apply solely in connection with any reverse stock split or reclassification is required conducted to maintain compliance with listing standards of the listing of Company Common Stock on a Trading Market.

Capital Changes. From the date hereof until one year after such time as the Effective DateInvestor does not hold any of the Warrants, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding Investor, other than a majority reverse stock split that is required, in interest the good faith determination of the shares Board of Preferred Stock unless such split or reclassification is required Directors, to maintain the listing of Company the Common Stock on a Trading the Principal Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such split or reclassification is required to maintain the listing of Company the Common Stock on a Trading Marketnational securities exchange. For purposes of clarity, the prospective securities issuances set forth in the definition of “Exempt Issuance” shall not be considered a reclassification of the Common Stock.

Capital Changes. From Until the six month anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares, except for any reverse stock split as may be required or reclassification is required to maintain advisable in connection with the listing of Company the Common Stock on a Trading MarketNational Exchange pursuant to Section 4.18 below.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares and Series L Warrants other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after forty-five (45) day anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Securities other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective DateDate except for the Reverse Stock Split Proposal, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding holders of a majority in interest of the shares of then-outstanding Series A-1 Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding Placement Agent, other than a majority reverse stock split undertaken in interest order to comply with the initial listing standards of the shares of Preferred NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketExchange.

Capital Changes. From Until the six month anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares and Warrant Shares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such split or reclassification change is required for a stock exchange listing including but not limited to maintain a listing on the listing of Company Common American Stock on a Trading Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market and the New York Stock Exchange.

Capital Changes. From Until thirty (30) days after the date hereof until one year after of the Effective Date2023 Annual Meeting, the Company shall not undertake or effect a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From the date hereof until the one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split the Board of Directors, or reclassification is required requested by any Trading Market, to maintain the listing of Company the Common Stock on a the Trading MarketMarket or remain in compliance with any applicable listing rules.

Capital Changes. From the date hereof until one year after the first anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Series A Preferred Stock Stock, unless such split or reclassification is required to maintain the listing of Company the Common Stock on a Trading the Nasdaq Stock Market.

Capital Changes. From For a period of 2 years from the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority at least 85% in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading Marketoutstanding Warrants.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares and Prefunded Warrants other than in connection with a reverse stock split of Preferred the Common Stock unless such split or reclassification that is required required, in the good faith determination of the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such reverse split or reclassification is required to maintain as a condition of listing the listing of Company Common Stock on a Trading Marketnational securities exchange.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest unless the purpose of the shares reverse split is to meet the minimum stock price under any of Preferred the initial listing requirements of Nasdaq or the New York Stock unless such split or reclassification is required to maintain Exchange (including the listing of Company Common Stock on a Trading MarketNYSE MKT).

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest stated value outstanding of the shares of Series C Convertible Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares; provided, however, the Company may undertake a reverse stock split for the purpose of Preferred Stock unless such split or reclassification is required to maintain maintaining compliance with the Nasdaq Capital Market’s continued listing of Company Common Stock on a Trading Marketstandards.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse or forward stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required Shares, except if undertaken in connection with an “uplisting” to maintain the listing of Company Common Stock on a new Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares; provided however, that the Company may undertake a reverse stock split or reclassification is required to maintain of the listing of Company Common Stock at any time in order to meet the minimum price requirement necessary to become approved for listing on a Trading Marketnational securities exchange.

Capital Changes. From the date hereof until one year after Until the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Securities, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until April 5, 2022, other than a share split or reclassification that is effected solely to maintain the date hereof until one year after listing of the Effective DateCommon Shares on the primary Trading Market, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketRequisite Purchasers.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Shareholder Approval Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From the date hereof until Until one (1) year after the Effective Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding Representatives other than a majority reverse stock split that is required, in interest the good faith determination of the shares Board of Preferred Stock unless such split or reclassification is required Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Stock, unless such a reverse split or reclassification is required to maintain the listing of Company the Common Stock on a Trading Marketnational securities exchange.

Capital Changes. From Until the date hereof until one year after six month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketPurchaser.

Capital Changes. From Until the date hereof until one one-year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless Stock, provided, however, that the Company shall not be prohibited from undertaking any such split actions for the purpose of either maintaining or reclassification is required to maintain the up-listing of Company such Common Stock on a Trading Market.

Capital Changes. From Other than to maintain the date hereof Company’s listing on its Trading Market, until the one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until over one year from the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketRepresentatives.

Capital Changes. From Until the date hereof until one (1) year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Except as required to comply with the date hereof listing or maintenance requirements of any Trading Market, until the one year after anniversary of the Effective Execution Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketRepresentative.

Capital Changes. From Until the date hereof until one (1) year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock Ordinary Shares without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is except as may be required to maintain the listing of Company Common Stock on a Trading Marketmeet any exchange requirement for continued listing.

Capital Changes. From Until the date hereof until one year after 6 month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest stated value outstanding of the shares of Series B Convertible Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketStock.

Capital Changes. From Until the one year anniversary of the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock Purchaser unless such stock split is necessary for purposes of having the Company’s common stock listed on the NYSE American Exchange or reclassification is required to maintain the listing of Company Common Stock on a Trading Nasdaq Capital Market.

Capital Changes. From the date hereof until one year after Until the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From Until the date hereof until one year after 18-month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.

Capital Changes. From Until the date hereof until one year after that is 180 days from the Effective Listing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares, except for the purpose of Preferred Stock unless such split or reclassification is required to maintain listing the listing of Company Company’s Common Stock on a Trading MarketNational Exchange.

Capital Changes. From the date hereof until one year after such time as the Effective DateInvestor does not hold any of the Warrants, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding Investor, other than a majority reverse stock split that is required, in interest the good faith determination of the shares Board of Preferred Stock unless such split or reclassification is required Directors, to maintain the listing of Company Common Stock the Class A ordinary shares on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such Shares; provided, however, that this Section 4.16 shall not apply to a reverse stock split conducted in conjunction with listing on a national securities exchange or reclassification is required to maintain compliance with the listing standards of Company Common Stock on a the Trading Market...

Capital Changes. From For a period of 2 years from the date hereof until one year after the Effective Datehereof, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority at least 67% in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading Marketoutstanding Warrants.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority 75% in interest principal amount outstanding of the shares of Preferred Stock unless such Notes; provided, however, that to the extent a reverse stock split or reclassification is required in connection with a listing application to maintain the listing Nasdaq Stock Market, American Stock Exchange or New York Stock Exchange, in which case the prior written consent of Company Common Stock on a Trading Marketthe Purchasers holding 33% in principal amount outstanding of the Notes shall be required.

Capital Changes. From Until the date hereof until one year after six month anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketShares.

Capital Changes. From the date hereof until one year after Until the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the shares Shares and Pre-Funded Warrants other than a reverse stock split that is required, in the good faith determination of Preferred Stock unless such split or reclassification is required the Board of Directors, to maintain the listing of Company the Common Stock on a the Trading Market.

Capital Changes. From Until the date hereof until one year after anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest principal amount outstanding of the shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading MarketDebentures.