Common use of Insufficient Authorized Shares Clause in Contracts

Insufficient Authorized Shares. If, at any time after 60 days of a written demand by the Holder while this Warrant remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 5(d)(i), and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantall the Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain outstanding when any Note remains outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock Shares equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock share capital to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 thirty (30) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stockshare capital. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholders' shareholders’ approval of such increase in authorized shares of Common Stock share capital and to cause its the Board of Directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve reserved for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the then Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Class B Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 one hundred and twenty (120) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Class B Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Class B Common Stock and to cause its the Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant that any Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock (an “Authorized Share Failure”) to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Preferred Shares at least a number of shares of Common Stock equal to 110% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion in full of any outstanding Preferred Shares (the “Required Reserve Amount (an "Authorized Share Failure"Amount”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe portion of Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 90 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain Note remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantAmount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 seventy-five (75) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Registered Warrants remain outstanding outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately as soon as practicable use its reasonable best efforts to take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantall the Registered Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock (an “Authorized Share Failure”) to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a the Warrants no less than the number of shares of Common Stock equal as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (in addition to all other convertible securities) (the “Required Reserve Amount (an "Authorized Share Failure"Amount”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 1(f)(i) above, and not in limitation thereof, at any time after 60 days of a written demand by the Holder while this Warrant remain outstanding remains outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantAmount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold call a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common StockShares. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholders' shareholders’ approval of such increase in authorized shares of Common Stock Shares and to cause its Board board of Directors directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to 130% (the “Required Reserve Amount Amount”) of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 7(a), and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Debentures remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon conversion of the exercise Debentures or other issuances of this Warrant Common Shares hereunder at least a number of shares of Common Stock Shares equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Debentures then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 seventy five (75) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common StockShares. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock Shares and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (the “Required Reserve Amount Amount”) (such event an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 90 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days the next annual meeting of the stockholders of the Company after the occurrence of such Authorized Share FailureFailure at which such proposal can properly be brought before the stockholders, the Company shall hold a meeting of its stockholders seek approval for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to 100% of the number of shares of Common Stock (the "Required Reserve Amount Amount") as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Amended Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Amended Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe outstanding Amended Notes. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold call a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share FailureFailure and the Authorized Share Failure still exists, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Company Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Company Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall use its reasonable best efforts to immediately take all action necessary to increase the Company's ’s authorized shares of Company Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Company Common Stock. In connection with Stock (the earlier of the date of such meetingmeeting and such ninetieth day, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal“Authorized Share Failure Stockholder Meeting Deadline”).

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to 100% (the "Required Reserve Amount Amount") of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to (the "Required Reserve Amount Amount") the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 seventy five (75) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a the maximum number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (the "Required Reserve Amount Amount") (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share FailureAUTHORIZED SHARE FAILURE"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock or Series 1 Preferred Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action reasonably necessary to increase the Company's ’s authorized shares of Common Stock and Series 1 Preferred Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 120 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and/or Series 1 Preferred Stock, as the case may be. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and/or Series 1 Preferred Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe outstanding Notes. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold call a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' shareholders’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 9(a), and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days twenty (20) Business Days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company Issuer does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock Shares equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall Issuer will immediately take all action necessary to increase the Company's Issuer’s authorized shares of Common Stock Shares to an amount sufficient to allow the Company Issuer to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 90 days after the occurrence of such Authorized Share Failure, the Company shall Issuer will hold a meeting of its stockholders for the approval authorization of an increase in the number of authorized shares of Common StockXxxxxx. In connection with such meeting, the Company shall Issuer will provide each stockholder with a proxy statement and shall will use its commercially reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock Shares and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 10(a), and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Series 1 Debentures remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Series 1 Debentures at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Series 1 Debentures then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Registered Warrants remain outstanding outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantall the Registered Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to (the “Required Reserve Amount Amount”) the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant New Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant New Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe New Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 seventy-five (75) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding Outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Outstanding Notes. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholders' shareholders’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have an unlimited number of authorized Common Shares and does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common StockShares. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock Shares and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Convertible Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Class A Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Convertible Notes at least a number of shares of Class A Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Class A Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Convertible Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 seventy-five (75) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Class A Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Class A Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 7(a), and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action reasonably necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 seventy (70) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholders' shareholders’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to 100% (the "Required Reserve Amount Amount") of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all Warrants then outstanding (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantall Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days following the Stockholder Approval Date while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 9(a), and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise Notes or other issuances of this Warrant shares of Common Stock hereunder at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 seventy five (75) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 10(a), and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Series 2 Debentures remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Series 2 Debentures at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Series 2 Debentures then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders obtain stockholder approval for the approval of an increase in the number of authorized shares of Common Stock. In connection with obtaining such meetingapproval, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and provide each stockholder with an information statement with respect thereto or (y) hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and otherwise unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to 100% (the “Required Reserve Amount Amount”) of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 one hundred and twenty (120) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Securities remain outstanding Outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Securities at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Outstanding Securities. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold call a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately use commercially reasonable efforts take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Series A Preferred or Common Stock equal to at least the Required Series A Reserve Amount or Common Stock Reserve Amount, respectively (in each case, an "“Authorized Share Failure"”), then the Company shall will immediately take all action necessary to increase the Company's ’s authorized shares of Series A Preferred or Common Stock Stock, as applicable, to an amount sufficient to allow the Company to reserve the applicable Required Reserve Amount for this WarrantAmount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 90 days after the occurrence of such Authorized Share Failure, the Company shall will hold a meeting of its stockholders for the approval authorization of an increase in the number of authorized shares of Series A Preferred or Common Stock, as applicable. In connection with such meeting, the Company shall will provide each stockholder with a proxy statement and shall will use its commercially reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant SPA Warrants remain outstanding outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantall the SPA Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold call a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common StockShares. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholders' shareholders’ approval of such increase in authorized shares of Common Stock Shares and to cause its Board board of Directors directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding Outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Outstanding Notes. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 9(a) and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved unissued shares of Common Stock to satisfy its obligation to reserve have available for issuance upon conversion of the exercise of this Warrant Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve and have available the Required Reserve Amount for this Warrantall of the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting or obtain written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement or information statement, as applicable, and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 forty-five (45) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy or information statement and shall use its best efforts to solicit its stockholders' shareholders’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 1(e)(i) above, and not in limitation thereof, at any time after 60 days of a written demand by the Holder while this Warrant remain outstanding outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantAmount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders or complete a consent solicitation in lieu of a meeting for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately as soon as practicable take all action reasonably necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have an unlimited number of authorized Series II Preferred Shares and does not have a sufficient number of authorized and unreserved shares of Common Stock Series II Preferred Shares to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock Series II Preferred Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common StockSeries II Preferred Shares. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholders' shareholders’ approval of such increase in authorized shares of Common Stock Series II Preferred Shares and to cause its Board board of Directors directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to 130% (the “Required Reserve Amount Amount”) of the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 10(a), and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock or (y) hold a special meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock; provided, that if the Company is then subject to review of any such related documents by the Securities and Exchange Commission, the time frame above shall be extended by an additional thirty (30) days. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and Stock, to cause its Board of Directors to recommend to the stockholders that they approve such proposal and to cause its management to vote in favor of such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares Common Shares equal to 100% (the "Required Reserve Amount") of the number of Common Stock equal Shares as shall from time to time be necessary to effect the Required Reserve Amount exercise of all of this Warrant then outstanding (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common StockShares. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock Shares and to cause its Board board of Directors directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, at any time after 60 days of a written demand by the Holder while this Warrant remain outstanding If the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant and Warrants of like tenor at least a number of shares of Common Stock equal as shall from time to time be necessary to effect the Required Reserve Amount exercise of all of the Warrants of like tenor then outstanding (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action reasonably necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount required amount for this Warrantthe Warrants of like tenor then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time from and after 60 days the Stockholder Approval Date and while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a the Warrants no less than 130% of the number of shares of Common Stock equal as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (the "Required Reserve Amount Amount") (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and provide each stockholder with an information statement with respect thereto or (y) hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action reasonably necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 one hundred twenty (120) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock Shares equal to the Required Reserve Amount (an "Authorized Share FailureAUTHORIZED SHARE FAILURE"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval authorization of an increase in the number of authorized shares of Common StockShares. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock Shares and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 8(a), and not in limitation thereof, at any time after 60 days of a written demand by the Holder while this Warrant remain Note remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action reasonably necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantNote. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 seventy (70) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock or (y) hold a special meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock; provided, that if the Company is then subject to review of any such related documents by the Securities and Exchange Commission, the time frame above shall be extended by an additional thirty (30) days. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and Stock, to cause its Board of Directors to recommend to the stockholders that they approve such proposal and to cause its management to vote in favor of such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes and Additional Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall either (i) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and provide each stockholder with an information statement with respect thereto or (ii) hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantall the Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to 100% (the “Required Reserve Amount Amount”) of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as As soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 one hundred and eighty (180) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best reasonable efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board the Company’s board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share FailureAUTHORIZED SHARE FAILURE"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Amended Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Amended Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe outstanding Amended Notes. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold call a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholders' shareholders’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and provide each stockholder with an information statement with respect thereto or (y) hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by -------------------------------- the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon Conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share FailureAUTHORIZED SHARE FAILURE"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Class A Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Class A Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Class A Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 seventy-five (75) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Class A Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Class A Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Debentures remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Debentures at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Debentures then outstanding. Without limiting the generality of the foregoing sentence, as soon as reasonably practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 90 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a number of shares of Common Stock equal to the 110% (“Required Reserve Amount Amount”) of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant at least a number of shares of Common Stock equal to 100% of the number of shares of Common Stock (the “Required Reserve Amount Amount”) as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this WarrantWarrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain outstanding when any Note remains outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock Shares equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock share capital to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 thirty (30) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stockshare capital. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholders' shareholders’ approval of such increase in authorized shares of Common Stock share capital and to cause its the Board of Directors to recommend to the stockholders shareholders that they approve such proposal.. EXHIBIT A - 10

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon the exercise of this Warrant the Warrants at least a the maximum number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (the "Required Reserve Amount Amount") (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days while any of a written demand by the Holder while this Warrant Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 one hundred-twenty (120) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its Board board of Directors directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If, If at any time after 60 days of a written demand by the Holder while this Warrant remain outstanding when any Note remains outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon conversion of the exercise of this Warrant Notes at least a number of shares of Common Stock Shares equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action promptly use commercially reasonable efforts (including but not limited to requesting the shareholders of the Company to pass necessary resolutions) to increase the Company's ’s authorized shares of Common Stock share capital to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrantthe Notes then outstanding. Without limiting the generality of the foregoing sentence, if required pursuant to the Charter Documents or applicable law, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 forty-five (45) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders holders of Shares for the approval of an increase in the number of authorized shares of Common Stockshare capital. In connection with such meeting, the Company shall provide each stockholder holder of Shares with a proxy statement and shall use its best efforts to solicit its stockholders' such holders’ approval of such increase in authorized shares of Common Stock share capital and to cause its the Board of Directors to recommend to the stockholders holders of Shares that they approve such proposal.