Common use of Corporate Existence Clause in Contracts

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NoteNotes or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC MARKETS, Nasdaq, Nasdaq SmallCap, NYSE SmallCap or AMEXNYSE.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NoteDebentures or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, Nasdaq, Nasdaq SmallCapNasdaqSmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCapNasdaqSmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NoteDebentures or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed quoted for trading on the OTCBBPink Sheets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC Markets, Nasdaq, Nasdaq Nasdaq, SmallCap, NYSE or AMEX, or any applicable trading exchange.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEXAMEX or is quoted on the Pink Sheets.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC MARKETS, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC MARKETS, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, Nasdaq, Nasdaq SmallCapNasdaqSmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC Markets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, Nasdaq, Nasdaq Nasdaq, SmallCap, NYSE or AMEX, or any applicable trading exchange.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCP, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NotePreferred Shares or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NoteNotes, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer Investor beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer Buyers beneficially owns own any NoteDebentures or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX, or any other equivalent or replacement quotation service or exchange.

Corporate Existence. So long as the a Buyer beneficially owns any NoteConvertible Securities or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any o Note, the Company shall maintain its corporate existence and shall not sell all or substantially all substantia of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements agreement and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE NY E or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is 1s listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCapSmall Cap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NoteDebentures, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC Pink, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns ------------------- any NoteDebentures or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCPK, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So The Company will, so long as the Buyer beneficially owns any Noteof the Securities, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock common stock is listed for trading on the OTCBBOTC Markets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any NoteDebentures or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX, or any other equivalent or replacement quotation service or exchange.

Corporate Existence. So long as the Buyer Purchaser beneficially owns any NoteNotes, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So The Company will, so long as the each Buyer beneficially owns any Noteof the Securities, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC Markets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, pink sheets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTC PINK, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any Note------------------- Debentures or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCBB (or equivalent replacement quotation system), Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any NoteWarrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and or (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX, or any other equivalent or replacement quotation service or exchange.

Corporate Existence. So long as the a Buyer ------------------- beneficially owns any NoteNotes or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer a Debtholder beneficially owns any NoteDebentures or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCapNasdaqSmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer a Investor beneficially owns any Notethe Note or the Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any the Note, (or portion thereof), the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, Nasdaq, Nasdaq Nasdaq, SmallCap, NYSE or AMEX, or any applicable trading exchange.

Corporate Existence. So long as the Buyer Investor beneficially owns any Noteof the Notes, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any NoteDebenture, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC MARKETS, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCapNasdaqSmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock Shares is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, Nasdaq, Nasdaq Nasdaq, SmallCap, NYSE or AMEX, or any applicable trading exchange.

Corporate Existence. So long as the Buyer beneficially owns any NotePreferred Stock, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any NotePromissory Note or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX, or any other equivalent or replacement quotation service or exchange.

Corporate Existence. So long as the Buyer beneficially owns any NoteNote or the Warrant, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, pink sheets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.AMEX.15

Corporate Existence. So The Company will, so long as the Buyer beneficially owns any Noteof the Securities, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC Markets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, Nasdaq, Nasdaq SmallCapNasdaqSmallCap, NYSE or AMEX, or any applicable trading exchange.

Corporate Existence. So long as the Buyer Lender beneficially owns any NoteWarrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and or (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX, or any other equivalent or replacement quotation service or exchange.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC BB, Nasdaq, Nasdaq SmallCapCapital, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NoteNotes or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCapCapital, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell in one or more related transactions assets representing all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and 15 instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all more than 33% of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes ass umes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer a Investor beneficially owns any Notethe Note or the Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCapSmall Cap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE NYSE, or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NotePreferred Shares and the Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer Investor beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer a Investor beneficially owns any Notethe Notes, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCapNasdaqSmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all alJ of the Company’s ' s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCapSmall Cap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s ' s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC MARKETS, Nasdaq, Nasdaq SmallCap, NYSE Small Cap or AMEXNYSE.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s Company 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NotePreferred Shares, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer Investor or any of its affiliates beneficially owns any NoteShares, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith herewith, and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, NasdaqNasdaq National Market, Nasdaq SmallCap, NYSE the New York Stock Exchange or the AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NoteDebentures, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the a Buyer beneficially owns any NotePreferred Shares or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or merger, consolidation or sale of all or substantially all of the Company’s 's assets, where as long as the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any NoteNote(s), the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTC PINK, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCBB or any equivalent replacement quotation service, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, Nasdaq, Nasdaq SmallCapSmall Cap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCPINK, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBPink Sheets, OTCQX, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any NoteNotes, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock Shares is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBPink Sheets, OTCQX, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, Note the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTC Pink, OTCQB, Nasdaq, Nasdaq SmallCapNasdaqSmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction transaction: (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith herewith; and (ii) is a publicly traded corporation whose Common Stock common stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCapNYSE, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Noteportion of the Note or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCQB, OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer Investor beneficially owns any NotePurchased Shares or the Warrant, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially orsubstantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any the Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCapNasdaqSmallCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s 's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s 's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s 's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBBOTCQB, Nasdaq, Nasdaq SmallCapSmaliCap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTC Markets, OTCBB, Nasdaq, Nasdaq SmallCapSmall Cap, NYSE or AMEX.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX, unless the surviving or successor entity pays off the Note in accordance with Section 1.6(b) of the Note.

Corporate Existence. So long as the a Buyer beneficially owns any NoteNotes or Warrants, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.. DMEAST #9432371 v1 16