Common use of Listing of Common Stock Clause in Contracts

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the a Trading Market on which it is currently listedMarket, and concurrently with as soon as reasonably practicable following the Closing, applicable Closing (but not later than the Company shall apply earlier of the Effective Date and the first anniversary of the applicable Closing Date) to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain In addition, unless the eligibility Trading Market of the Company’s Common Stock for electronic transfer through is the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In additionOTC Bulletin Board, the Company shall hold an annual or a special meeting of stockholders shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or prior to November exercise limitations therein) exceeds 15, 2022 % of the issued and outstanding shares of Common Stock on the applicable Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15December 31, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal is approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five thirty (4530) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the date that is sixty (60) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five seventy (4570) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. [In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.outstanding.]5

Listing of Common Stock. The Company hereby agrees shall (a) not later than the 30th calendar day following the Closing Date prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) 150% the number of Underlying Shares as would be issuable upon a conversion of (and as payment of dividends in respect of) the full principal amount of the Notes, assuming such conversion occurred on the Closing Date, and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to use reasonable best efforts cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investor evidence of such listing, and the Company shall maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on such exchange or market for so long as the Securities is owned by the Investor. In addition, if at any time the number of shares of Common Stock issuable on conversion of all then outstanding principal amount of Notes, and/or upon exercise in full of the Warrant is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, to file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering at least a Trading number of shares equal to the sum of (x) 150% of the number of Underlying Shares as would then be issuable upon a conversion in full of the Notes, and (y) the number of Warrant Shares as would be issuable upon exercise in full of the Warrants. The Company warrants that it (i) has not received any notice, oral or written, affecting it's continued listing on the Nasdaq Small Cap Market, and (ii) is in full compliance with the requirements for continued listing on the Nasdaq Small Cap Market. The Company will take no action, which would adversely impact its continued listing or the eligibility of the Company for such listing. The Company will comply with the listing and trading requirements of its Common Stock on the Nasdaq Small Cap Market (and of any then Principal Market) and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does receives notification from Nasdaq or any other entity stating that the Company is not obtain Authorized Share Approval and Shareholder Approval at in compliance with the first meetinglisting qualifications of such Principal Market, the Company shall call a meeting every forty-five (45) days will immediately thereafter give written notice to seek Authorized Share Approval the Investor and Shareholder Approval until take all action necessary to bring the earlier Company into compliance with all applicable listing standards of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15December 9, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five thirty (4530) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the a Trading Market on which it is currently listedMarket, and concurrently with as soon as reasonably practicable following the Closing, Closing (but not later than the Company shall apply earlier of the Effective Date and the first anniversary of the Closing Date) to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or prior to November exercise limitations therein) exceeds 15, 2022 % of the issued and outstanding shares of Common Stock on the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the Shareholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November September [15], 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five thirty (4530) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The At all times subsequent to the Closing Date, the Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with following the ClosingClosing and shareholder and Principal Market approval, the Company Company, shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Conversion Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Conversion Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Conversion Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Conversion Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market until five years after the Closing Date and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading MarketMarket until at least five years after the Closing Date. The Company agrees will list the Conversion Shares (to maintain the eligibility extent permissible under the Rules of the Common Stock Principal Market) on the Principal Market immediately following the record date for electronic transfer through shareholders eligible to vote on the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment approval to issue more than 19.99% of fees to outstanding shares in accordance with the Depository Trust Company or such other established clearing corporation in connection with such electronic transferRules of the Principal Market. In additionthe event the afore-described listing is not continuously maintained for five years after the date of such listing (a “Listing Default”), then in addition to any other rights the Shareholders may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall hold pay to the Shareholders an annual or special meeting of stockholders on or prior amount in cash, as partial liquidated damages and not as a penalty, equal to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation 2% of the Company’s Board Fair Market Value of Directors that the Securities. then held by the Shareholders and on every thirtieth (30th) day (pro-rated for periods less than thirty days) thereafter until the date such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsListing Default is cured. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meetingfails to pay any liquidated damages pursuant to this Section in a timely manner, the Company shall call will pay interest thereon at a meeting every fortyrate of 1.5% per month (pro-five (45rated for partial months) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingShareholders.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the each Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market until the later of (i) at least five years after the Final Closing Date, and (ii) for so long as the Warrants are outstanding, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain Market at least until five years after the eligibility of Final Closing Date and for so long as the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transferWarrants are outstanding. In additionthe event the aforedescribed listing is not continuously maintained for five years after the Final Closing Date (a “Listing Default”), then in addition to any other rights the Purchasers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall hold pay to each Purchaser an annual or special meeting of stockholders on or prior amount in cash, as partial liquidated damages and not as a penalty, equal to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation 2% of the Company’s Board aggregate Subscription Amount and purchase price of Directors that Warrant Shares held by such proposals are approved, Purchaser on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in date such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsListing Default is cured. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meetingfails to pay any liquidated damages pursuant to this Section in a timely manner, the Company shall call will pay interest thereon at a meeting every fortyrate of 1.5% per month (pro-five (45rated for partial months) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingPurchaser.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall use best efforts to hold an annual or a special meeting of stockholders on shareholders (which may also be at the annual meeting of shareholders) or prior to November 15seek written consent of shareholders at the earliest practical date following the Closing Date, 2022 but in no event later than 60 days following the Closing Date, for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies or written consents from its stockholders shareholders in connection therewith therewith, in the case of a proxy solicitation, in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its best efforts to obtain Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at on or prior to the first meeting60th day following the Closing Date, the Company shall undertake all steps under its control to call a special meeting every forty-five (45) 45 days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and that Shareholder Approval are is obtained or the no Warrants are no longer remain outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the Stockholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the applicable Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall use reasonable best efforts to hold an annual or special meeting of stockholders on or prior to November 15August 31, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsstatement. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five four (454) days months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstandingoutstanding with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares (other than the Series 2 Warrant Shares, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares (other than the Series 2 Warrant Shares, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares (other than the Series 2 Warrant Shares, unless at such time Stockholder Approval has been obtained, and otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event), and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares (other than the Series 2 Warrant Shares, unless at such time Stockholder Approval has been obtained, and otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares (other than the Series B Warrant Shares to the extent Corporate Reorganization or Stockholder Approval is required for issuance, in which case the Company covenants to do so immediately upon completion of the Corporate Reorganization or receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares (other than the Series B Warrant Shares to the extent a Corporate Reorganization or Stockholder Approval is required for issuance, in which case the Company covenants to do so immediately upon completion of the Corporate Reorganization or receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such Warrant Shares (other action as is necessary than the Series B Warrant Shares to cause all the extent completion of the Closing SharesCorporate Reorganization or Stockholder Approval is required for issuance, Option Shares in which case the Company covenants to do so immediately upon completion of the Corporate Reorganization or receipt of Stockholder Approval and Underlying Shares effectiveness of the Capital Event) to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The For as long as any Warrants are outstanding and exercisable, the Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listedlisted on such Trading Market, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The For so long as the Company maintains a listing or quotation of the Common Stock on a Trading Market, the Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the date that is sixty (60) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five seventy (4570) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Stock Purchase Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listeda Principal Market, and concurrently with as soon as reasonably practicable following the Closing, Closing (but in any event prior to the Company shall apply effective date of the Registration Statement) to list or quote all of the Closing Shares, Option Shares and Underlying Investor Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Investor Shares, and will take such other action as is necessary or desirable in the opinion of the Investor to cause all of the Closing Shares, Option Shares and Underlying Shares Common Stock to be listed or quoted on such other Trading Principal Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees Principal Market and shall provide Investor with copies of any correspondence to maintain the eligibility or from such Principal Market which questions or threatens delisting of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporationStock, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation within three (3) Business Days of the Company’s Board 's receipt thereof, until the Investor has disposed of Directors all of its Registrable Securities. If at any time during the term of the Convertible Debenture the aggregate number of outstanding shares of Common Stock that such proposals are approvedwere issued upon conversions of the Convertible Debenture, exercise of the Warrants and the Company shall solicit proxies from its stockholders in connection therewith in issuance of the same manner $30,000 worth of Investor Shares exceeds 19.5% of the Company's issued and outstanding Common Stock as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meetingClosing Date, the Company shall call and convene a meeting every forty-five (45) or solicit the written consent of its stockholders within 90 days thereafter to seek Authorized Share Approval and Shareholder Approval until after the earlier request of the date on which Authorized Share Approval Investor for the purpose of seeking stockholder approval of the issuance of Common Stock upon conversion of the Convertible Debenture and Shareholder Approval are obtained or exercise of the Warrants are no longer outstandingWarrants, with a recommendation of the Board of Directors of the Company that such proposal be approved.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15December 9, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal is approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five thirty (4530) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. (a) The Company hereby agrees to use reasonable its best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. . (b) In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November shareholders (which may also be at the annual meeting of shareholders) at the earliest practicable date after the date hereof, but in no event later than May 15, 2022 2023 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, if required to effect the purpose thereof, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval, and officers, directors and shareholders subject to the Lock-Up Agreement shall cast their proxies in favor of such proposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five four (454) days months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to April 1, 2023, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the SEC and delivered to shareholders of the Company.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the annual or special meeting to seek Shareholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof, 2022 but in no event later than May 3, 2018 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders shareholders (which may also be at the annual meeting of shareholders) on or prior to November before December 15, 2022 2019 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days two months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are Preferred Stock is no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly use commercially reasonable efforts to secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is reasonably necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The For so long as the Company maintains a listing or quotation of the Common Stock on a Trading Market, the Company agrees to use commercially reasonable efforts to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer; provided, however, that this Section 4.10 shall not prevent a sale, merger or similar transaction involving the Company. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-management appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof, 2022 but no later than June 30, 2010, for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15June 30, 2022 2021 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every fortyseventy-five (4575) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. (a) The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. . (b) In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15shareholders (which may also be at the annual meeting of shareholders) at the earliest practicable date after the date hereof, 2022 but in no event later than March 27, 2023 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five four (454) days months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to March 27, 2023, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the SEC and delivered to shareholders of the Company.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company shall use commercially reasonable efforts to obtain listing or quotation for trading of the Common Stock on either the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing) on or before June 15, 2019. Immediately following such listing or quotation, OTCQB and OTCQX shall be deleted from the definition “Trading Market.” The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15, 2022 shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof for the purpose of obtaining Authorized Share Reverse Stock Split Shareholder Approval and Shareholder Approvalfor a , with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Reverse Stock Split Shareholder Approval. If the Company does not obtain Authorized Share Approval and Reverse Stock Split Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Reverse Stock Split Shareholder Approval until the earlier of the date on which Authorized Share Approval and Reverse Stock Split Shareholder Approval are is obtained or the Warrants are no longer outstanding. The Reverse Stock Split shall be obtained and deemed effective on or before February 28, 2019.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date but in no event later than 90 days following the Closing Date, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Series B Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listedMarket, and concurrently with provided however, as soon as practicable after the Closing, Closing the Company shall apply to list or quote all of the Closing SharesClass A Common Stock, Option Shares and Underlying including the Shares on such Trading Market the Nasdaq and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Class A Common Stock including the Shares on such Trading Marketthe Nasdaq. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Class A Common Stock on a Trading Market the OTCMarkets OTCQB until the Company’s Class A Common Stock is listed on Nasdaq and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the the OTCMarkets OTCQB and upon listing of the Company’s Class A Common Stock with the Nasdaq or such other Trading Market (other than the OTCMarkets OTCQB), the Company will then take all action reasonably necessary to continue listing and trading of its Class A Common Stock on the Nasdaq or such other Trading Market (other than the OTCMarkets OTCQB) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Nasdaq. or such other Trading Market (other than the OTCMarkets OTCQB). For so long as the Company maintains a listing or quotation of the Common Stock on a Trading Market. The , the Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain If required by the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the ClosingPrincipal Market, the Company shall apply to list (a) not later than the fifth Business Day following the date the Principal Market requires, prepare and file with the Principal Market (as well as any other national securities exchange, market or quote all trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) Initial Shares, Secondary Shares, Reset Shares, Additional Shares, and (ii) the Warrant Shares issuable upon exercise in full of the Closing SharesWarrants, Option Shares (b) take all steps necessary to cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and Underlying Shares on (c) provide to the Investors evidence of such Trading Market listing, and promptly secure the Company shall maintain the listing of all its Common Stock on such exchange or market. In addition, if at any time the number of shares of Common Stock issuable hereunder, and upon exercise in full of the Closing SharesWarrants is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, Option Shares and Underlying Shares on such Trading Market. The Company further agreesmarket or trading facility), if the Company applies shall promptly take such action (including the actions described in the preceding sentence) to have file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering such number of shares of Common Stock traded as would be necessary. Except as set forth in Schedule 6.3, the Company (i) has not received any notice, oral or written, affecting its continued listing on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying SharesOTC Bulletin Board, and will take such other action as (ii) is necessary to cause all of in full compliance with the Closing Shares, Option Shares and Underlying Shares to be listed or quoted requirements for continued listing on such other Trading Market as promptly as possiblethe OTC Bulletin Board. The Company will then take all no action reasonably necessary to continue which would impact its continued listing or eligibility of the Company for such listing (except as set forth in Section 6.11 below). The Company will comply with the listing and trading requirements of its Common Stock on a Trading Principal Market and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. The In the event the Company agrees to maintain receives notification from the eligibility Principal Market or any other controlling entity stating that the Company is not in compliance with the listing qualifications of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In additionPrincipal Market, the Company shall hold an annual or special meeting of stockholders on or prior will take all action necessary to November 15, 2022 for bring the purpose of obtaining Authorized Share Approval and Shareholder Approval, Company within compliance with the recommendation all applicable listing standards of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The If the Principal Market requires ----------------------- the Company hereby agrees to use reasonable best efforts to maintain the file a listing application or quotation of an additional shares listing application for the Common Stock listed on such Principal Market (the Trading Market on which it date the Company becomes subject to such requirement is currently listed, and concurrently with hereinafter referred to as the Closing"Requirement Date"), the Company shall apply to list (a) not later than the fifth Business Day following the Requirement Date prepare and file with the Principal Market (as well as any other national securities exchange, market or quote all of the Closing Shares, Option Shares and Underlying Shares trading facility on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have which the Common Stock traded is then listed) an additional shares listing application covering at least the sum of (i) two times the number of Underlying Shares as would be issuable upon a conversion in full of (and as payment of dividends in respect of) the shares of Preferred Stock, assuming such conversion occurred on the Closing Date, and (ii)(x) the New Common Shares and (y) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to cause such shares to be approved for listing on the Principal Market (as well as on any other Trading Marketnational securities exchange, it will market or trading facility on which the Common Stock is then include in such application all of the Closing Shares, Option Shares and Underlying Shareslisted) as soon as possible thereafter, and will take (c) provide to the Investors evidence of such other action as is necessary to cause all of listing, and the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue shall maintain the listing and trading of its Common Stock on such exchange or market for so long as the Registrable Securities, the Preferred Stock, the New Common Shares and/or the Warrants are owned by the Investors. In addition, if at any time the number of (i) shares of Common Stock issuable on conversion of all then outstanding shares of Preferred Stock, on account of accrued and unpaid dividends thereon, (ii) shares of Common Stock issuable upon exercise in full of the Warrants and the number of New Common Shares issued on the Closing Date is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, to file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering at least a Trading Market number of shares equal to the sum of (x) 200% of (A) the number of Underlying Shares as would then be issuable upon a conversion in full of the shares of Preferred Stock, and (B) the number of Underlying Shares as would be issuable as payment of dividends on the Preferred Stock, (y) the number of Warrant Shares as would be issuable upon exercise in full of the Warrants, and (z) the number of New Common Shares issued on the Closing Date. The Company warrants that it (i) has not received any notice, oral or written, affecting its continued listing on the NASD OTC Electronic Bulletin Board, and (ii) is in full compliance with the requirements for continued listing on the NASD OTC Electronic Bulletin Board. The Company will take no action which would impact its continued listing or the eligibility of the Company for such listing. The Company will comply with the listing and trading requirements of its Common Stock on the NASD OTC Electronic Bulletin Board (and of any then Principal Market) and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. The In the event the Company agrees to maintain receives notification from Nasdaq or any other controlling entity stating that the eligibility Company is not in compliance with the listing qualifications of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In additionPrincipal Market, the Company shall hold an annual or special meeting of stockholders on or prior will immediately thereafter give written notice to November 15, 2022 for each Investor and take all action necessary to bring the purpose of obtaining Authorized Share Approval and Shareholder Approval, Company within compliance with the recommendation all applicable listing standards of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or and quotation of the Common Stock on the a Trading Market on which it is currently listedMarket, and concurrently with as soon as reasonably practicable following the Closing, Closing (but not later than the Company shall apply Closing Date) to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15, 2022 shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof for the purpose purposes of obtaining Authorized Share Approval and the Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants Debentures are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the date that is sixty (60) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five sixty (4560) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the seventy-fifth (75th) calendar day following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal is approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting within every forty-five (45) days day period thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The For a period of twelve (12) months following the Closing, the Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The For a period of twelve (12) months following the Closing, the Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15May 24, 2022 2021 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every fortyseventy-five (4575) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the a Trading Market on which it is currently listedMarket, and concurrently with as soon as reasonably practicable following the Closing, Closing (but not later than the Company shall apply Closing Date) to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15, 2022 for shareholders (which may also be at the purpose annual meeting of obtaining Authorized Share Approval and Shareholder Approval, shareholders) at the earliest practical date after the date hereof with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15, 2022 shareholders (which may also be at the annual meeting of shareholders) at the earliest practicable date after the date hereof for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five two (452) days thereafter times per year (which may include one annual meeting) to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the Commission and delivered to shareholders of the Company.

Listing of Common Stock. The Company hereby agrees shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to use reasonable best efforts to maintain provide for the listing or quotation conversion of the Notes from time to time as such Notes are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock on issuable upon conversion of the Trading Market on which it is currently listed, and concurrently with the ClosingNotes, the Company shall apply will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Notes will upon issue be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to list the issue thereof. The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require registration with or quote all approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible, to the extent then permitted by the rules and interpretations of the Closing SharesSecurities and Exchange Commission (or any successor thereto), Option Shares and Underlying Shares on endeavor to secure such Trading Market and promptly secure registration or approval, as the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Marketcase may be. The Company further agreescovenants that, if at any time the Common Stock shall be listed on the Nasdaq National Market or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the Note; provided, however, that, if the rules of such exchange or automated quotation system permit the Company applies to have defer the listing of such Common Stock traded on any other Trading Market, it will then include in such application all until the first conversion of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Notes into Common Stock on a Trading Market and will comply in all material respects accordance with the Company’s reporting, filing and other obligations under the bylaws or rules provisions of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In additionthis Indenture, the Company shall hold an annual or special meeting covenants to list such Common Stock issuable upon conversion of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, Notes in accordance with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor requirements of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval exchange or automated quotation system at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingsuch time.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listedlisted for a period of at least three (3) years, and concurrently with the Closing, the Company shall apply have applied to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares (other than the Warrant Shares, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares (other than the Warrant Shares, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares (other than the Warrant Shares, unless at such time Stockholder Approval has been obtained, and otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event), and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares (other than the Warrant Shares, unless at such time Stockholder Approval has been obtained, and otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain If required by the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the ClosingPrincipal Market, the Company shall apply to list (a) not later than the fifth Business Day following the date the Principal Market requires, prepare and file with the Principal Market (as well as any other national securities exchange, market or quote all trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) Initial Shares, and Secondary Shares and (ii) the Warrant Shares issuable upon exercise in full of the Closing SharesWarrants, Option Shares (b) take all steps necessary to cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and Underlying Shares on (c) provide to the Investor evidence of such Trading Market listing, and promptly secure the Company shall maintain the listing of all its Common Stock on such exchange or market. If required by the Principal Market, the Company shall (a) not later than the fifth Business Day following the issuance of the Closing SharesReset Shares and/or Additional Shares (if issued pursuant to the terms of this Agreement) prepare and file with the Principal Market (as well as any other national securities exchange, Option market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of Reset Shares and Underlying Additional Shares so issued, (b) take all steps necessary to cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investor evidence of such listing, and the Company shall maintain the listing of its Common Stock on such Trading exchange or market. In addition, if at any time the number of shares of Common Stock issuable hereunder, and upon exercise in full of the Warrants is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence) to file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering such number of shares of Common Stock as would be necessary. The Company (i) has not received any notice, oral or written, affecting its continued listing on the NASDAQ Small Cap Market, and (ii) is in full compliance with the requirements for continued listing on the NASDAQ Small Cap Market. The Company further agrees, if will take no action which would impact its continued listing or eligibility of the Company applies to have the Common Stock traded on any other Trading Market, it will then include for such listing (except as set forth in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possibleSection 6.11 below). The Company will then take all action reasonably necessary to continue comply with the listing and trading requirements of its Common Stock on a Trading Principal Market and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. The In the event the Company agrees to maintain receives notification from the eligibility Principal Market or any other controlling entity stating that the Company is not in compliance with the listing qualifications of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In additionPrincipal Market, the Company shall hold an annual or special meeting of stockholders on or prior will take all action necessary to November 15, 2022 for bring the purpose of obtaining Authorized Share Approval and Shareholder Approval, Company within compliance with the recommendation all applicable listing standards of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall file a preliminary proxy statement to hold an annual or a special meeting of stockholders shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof, but in no event later fifteen (15) days after the date hereof, and shall hold such special meeting (or annual meeting, as the case may be) as soon as possible thereafter, but in no event later than sixty (60) days after the date hereof (unless such requirement to hold such meeting is waived by Purchasers which purchased at least 50.1% in interest of the Shares based on or prior to November 15the initial Subscription Amounts hereunder), 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees shall (a) not later than ----------------------- the tenth Business Day following the Closing Date prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) two times the number of Underlying Shares as would be issuable upon a conversion in full of (and as payment of dividends in respect of) the Preferred Stock, assuming such conversion occurred on the Closing Date, and (ii) the Warrant Shares issuable upon exercise in full of the Warrant, (b) take all steps necessary to use reasonable best efforts cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investor evidence of such listing, and the Company shall maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on such exchange or market for so long as the Registrable Securities, Preferred Stock and/or Warrant is owned by the Investor. In addition, if at any time the number of shares of Common Stock issuable on conversion of all then outstanding shares of Preferred Stock, on account of accrued and unpaid dividends thereon and upon exercise in full of the Warrant is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, to file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering at least a Trading number of shares equal to the sum of (x) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the Preferred Stock, and (y) the number of Warrant Shares as would be issuable upon exercise in full of the Warrant. The Company warrants that it (i) has not received any notice, oral or written, affecting its continued listing on the NASDAQ Small Cap Market, and (ii) is in full compliance with the requirements for continued listing on the NASDAQ Small Cap Market. The Company will take no action, which would impact its continued listing or the eligibility of the Company for such listing. The Company will comply with the listing and trading requirements of its Common Stock on the NASDAQ Small Cap Market (and of any then Principal Market) and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does receives notification from NASDAQ or any other controlling entity stating that the Company is not obtain Authorized Share Approval and Shareholder Approval at in compliance with the first meetinglisting qualifications of such Principal Market, the Company shall call a meeting every forty-five (45) days will immediately thereafter give written notice to seek Authorized Share Approval the Investor and Shareholder Approval until take all action necessary to bring the earlier Company into compliance with all applicable listing standards of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. 4.9.1. The Company hereby agrees to use reasonable its best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. 4.9.2. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15(which may also be at the annual meeting of stockholders) at the earliest practicable date after the date hereof, 2022 but in no event later than sixty (60) days after the date hereof for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Stockholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five sixty (4560) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the written consent of a majority of its stockholders covering the Stockholder Approval so long as prior to sixty (60) days after the date hereof, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired after the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Approval shall have been filed with the SEC and delivered to stockholders of the Company.

Listing of Common Stock. 4.8.1. The Company hereby agrees to use reasonable its best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. 4.8.2. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15(which may also be at the annual meeting of stockholders) at the earliest practicable date after the date hereof, 2022 but in no event later than sixty (60) days after the date hereof for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Stockholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five sixty (4560) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the written consent of a majority of its stockholders covering the Stockholder Approval so long as prior to sixty (60) days after the date hereof, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired after the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Approval shall have been filed with the SEC and delivered to stockholders of the Company.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying the Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying the Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an shall, at its annual or special meeting of stockholders to be held on or prior to November 15about June 5, 2022 for 2024, seek the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-management appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first such meeting, the Company shall call a meeting every forty-five each ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. Each Purchaser covenants that if such Purchaser holds any Shares or Pre-Funded Warrant Shares as of the date of such meeting, such Purchaser shall not vote such Shares or Pre-Funded Warrant Shares on the proposal for Stockholder Approval at such meeting.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Underlying Shares and Underlying Shares(other than Preferred Stock), and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares (other than Preferred Stock) to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfertransfer 4.11 Certain Transactions and Confidentiality. In additionThe Purchaser, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval severally and Shareholder Approval, not jointly with the recommendation other Purchaser, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s Board securities during the period commencing with the execution of Directors this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. The Purchaser, severally and not jointly with the other Purchaser, covenants that until such proposals time as the transactions contemplated by this Agreement are approvedpublicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the Company shall solicit proxies from its stockholders in connection therewith information included in the same manner as all other management proposals Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If this Agreement to the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meetingcontrary, the Company shall call a meeting every forty-five expressly acknowledges and agrees that (45i) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the date on which Authorized Share Approval Company after the time that the transactions contemplated by this Agreement are first publicly announced, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and Shareholder Approval after the time that the transactions contemplated by this Agreement are obtained first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the Warrants are securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no longer outstandingdirect knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to use best efforts to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the annual or special meeting to seek Shareholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November September [15], 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five thirty (4530) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and prior to or concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is sixty (60) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five sixty (4560) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary use commercially reasonable best efforts to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary use commercially reasonable best efforts to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shall, on or prior to November 15the date that is ninety (90) days following the Closing Date, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder obtain Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall either (i) obtain a written consent in lieu of a meeting from its stockholders or (ii) solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-management appointed proxyholders shall vote their proxies in favor of such proposals. If In the case of a meeting of stockholders, if the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. The Company shall file a definitive proxy statement on Schedule 14A for the purpose of obtaining Stockholder Approval, which shall be filed with the Commission within sixty (60) days from the date hereof. Each Purchaser covenants that if such Purchaser holds any Shares or Pre-Funded Warrant Shares as of the record date of such meeting, such Purchaser shall not vote such Shares or Pre-Funded Warrant Shares on the proposal for Stockholder Approval at such meeting.

Listing of Common Stock. (a) The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the a Trading Market on which it is currently listedMarket, and concurrently with as soon as reasonably practicable following the Closing, Closing (but not later than the Company shall apply earlier of the Effective Date and the first anniversary of the Closing Date) to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an propose a resolution to obtain Shareholder Approval at its next annual or special general meeting of stockholders on or prior to November 15shareholders (but in no event later than August 31, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval2007), with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first such meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an shall, at its next annual or special meeting of stockholders on or prior to November 15, 2022 for seek the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-management appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every fortyEach Purchaser covenants that if such Purchaser holds any Shares or Pre-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier Funded Warrant Shares as of the date of such meeting, such Purchaser shall not vote such Shares or Pre-Funded Warrant Shares on which Authorized Share the proposal for Stockholder Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingat such meeting.

Listing of Common Stock. The If the Principal Market requires the Company hereby agrees to use reasonable best efforts to maintain the file a listing application or quotation of an additional shares listing application for the Common Stock listed on such Principal Market (the Trading Market on which it date the Company becomes subject to such requirement is currently listed, and concurrently with hereinafter referred to as the Closing"Requirement Date"), the Company shall apply to list (a) not later than the fifth Business Day following the Requirement Date prepare and file with the Principal Market (as well as any other national securities exchange, market or quote all of the Closing Shares, Option Shares and Underlying Shares trading facility on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have which the Common Stock traded is then listed) an additional shares listing application covering at least the sum of (i) two times the number of Underlying Shares as would be issuable upon a conversion in full of (and as payment of dividends in respect of) the shares of Preferred Stock, assuming such conversion occurred on the Closing Date, and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to cause such shares to be approved for listing on the Principal Market (as well as on any other Trading Marketnational securities exchange, it will market or trading facility on which the Common Stock is then include in such application all of the Closing Shares, Option Shares and Underlying Shareslisted) as soon as possible thereafter, and will take (c) provide to the Investors and the Placement Agent evidence of such other action as is necessary to cause all of listing, and the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue shall maintain the listing and trading of its Common Stock on such exchange or market for so long as the Registrable Securities, Preferred Stock and/or Warrants are owned by the Investors and/or Placement Agent. In addition, if at any time the number of shares of Common Stock issuable on conversion of all then outstanding shares of Preferred Stock, on account of accrued and unpaid dividends thereon and upon exercise in full of the Warrants is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, to file an additional shares listing application with the Principal Market(and any such other national securities exchange, market or trading facility) covering at least a Trading Market number of shares equal to the sum of (x) 200% of (A) the number of Underlying Shares as would then be issuable upon a conversion in full of the shares of Preferred Stock, and (B) the number of Underlying Shares as would be issuable as payment of dividends on the Preferred Stock, and (y) the number of Warrant Shares as would be issuable upon exercise in full of the Warrants. The Company warrants that it (i) has not received any notice, oral or written, affecting its continued listing on the NASD OTC Electronic Bulletin Board, and (ii) is in full compliance with the requirements for continued listing on the NASD OTC Electronic Bulletin Board. The Company will take no action which would impact its continued listing or the eligibility of the Company for such listing. The Company will comply with the listing and trading requirements of its Common Stock on the NASD OTC Electronic Bulletin Board (and of any then Principal Market) and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. The Company agrees to maintain In the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, event the Company shall hold an annual receives notification from Nasdaq or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all any other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.controlling entity

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the principal Trading Market on which it is currently listed, and concurrently with the Amendment Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying New Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying New Warrant Shares on such Trading Market. The Company further agrees, agrees that if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying New Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying New Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, and if applicable, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Stockholder Approval and Shareholder Approval(a “Stockholder Meeting”) on or prior to the date that is ninety (90) days following the Amendment Closing Date, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. The Company shall set the record date for the first Stockholder Meeting as soon as practicable. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meetingStockholder Meeting, the Company shall call a meeting Stockholder Meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Existing Common Warrants and New Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listeda Principal Market, and concurrently with as soon as reasonably practicable following the Closing, the Company shall apply Closing to list or quote all of the Closing Shares, Option Exchange Shares and Underlying the Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will then include in such application all of the Closing SharesCommon Stock, Option the Exchange Shares and Underlying the Warrant Shares, and will take such other action as is necessary or desirable in the opinion of the Investors to cause all of the Closing SharesCommon Stock, Option the Exchange Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Principal Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Principal Market and shall provide Investors with copies of any correspondence to or from such Principal Market which questions or threatens delisting of the Common Stock, within three (3) Trading MarketDays of the Company's receipt thereof, until the Investors have disposed of all of their Registrable Securities. The Company agrees to maintain present a proposal for stockholder approval at the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an next annual or special meeting of stockholders to permit the Company to issue a number of Exchange Shares and Warrant Shares which is in excess of 19.9% of the number of the Company's issued and outstanding shares of Common Stock on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder ApprovalClosing Date, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and unless at the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor date of such proposalsmeeting, less than two percent (2%) of the Exchangeable Preferred Stock remains issued and outstanding. If the Company does such proposal is not obtain Authorized Share Approval and Shareholder Approval at the first meetingapproved, the Company shall call a meeting every fortyeither (i) voluntarily de-list its Common Stock from any Principal Market which requires such approval or (ii) redeem any un-exchanged Exchangeable Preferred Stock pursuant to Section 7 of the Certificate of Designations, within five (455) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier Trading Days of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingsuch vote.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listedMarket, and concurrently with as soon as reasonably practicable following the Closing, Closing (but not later than the Company shall apply to list or quote all earlier of the Effective Date and the first anniversary of the Closing Shares, Option Date) to list the applicable Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary or desirable in the opinion of the Purchasers to cause all of the Closing Shares, Option Shares and Underlying the Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Subsequent Equity Sales. From the date hereof until 45 days after the Effective Date, neither the Company agrees nor any Subsidiary shall issue additional shares of Common Stock or Common Stock Equivalents. Notwithstanding anything to maintain the eligibility contrary herein, this Section 4.12 shall not apply to the following (a) the granting of options to employees, officers and directors of the Common Stock for electronic transfer through Company pursuant to any stock option plan duly adopted by a majority of the Depository Trust non-employee members of the Board of Directors of the Company or another a majority of the members of a committee of non-employee directors established clearing corporationfor such purpose, including, without limitation, or (b) the exercise of any security issued by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval offer and Shareholder Approval, with the recommendation sale of the Company’s Board 's securities pursuant to this Agreement, or (c) the exercise of Directors that or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such proposals are approvedsecurities have not been amended since the date hereof, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meetingor (d) acquisitions or strategic investments, the Company shall call a meeting every forty-five (45) days thereafter primary purpose of which is not to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingraise capital. Certain Trading Restrictions.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agreesagrees that, if the Company applies shall apply to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is reasonably necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then shall take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the such Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the Closing Date, 2022 but in no event later than 60 days following the Closing Date, for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days three months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Series B Prefunded Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to use reasonable best efforts to maintain provide for the listing or quotation conversion of the Securities from time to time as such Securities are presented for conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock on issuable upon conversion of the Trading Market on which it is currently listed, and concurrently with the ClosingSecurities, the Company shall apply will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to list the issue thereof. The Company covenants that if any shares of Common Stock to be provided for the purpose of conversion of Securities hereunder require registration with or quote all approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Closing SharesCompany will in good faith and as expeditiously as possible endeavor to secure such registration or approval, Option Shares and Underlying Shares on such Trading Market and promptly secure as the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Marketcase may be. The Company further agrees, covenants that if the Company applies to have at any time the Common Stock traded shall be listed on the Nasdaq National Market, the New York Stock Exchange or any other Trading Marketnational securities exchange or automated quotation system the Company will, it will then include in such application all of if permitted by the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of such exchange or automated quotation system, list and keep listed, so long as the Common Stock for electronic transfer through shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the Depository Trust Securities; PROVIDED, HOWEVER, that if rules of such exchange or automated quotation system permit the Company or another established clearing corporation, including, without limitation, by timely payment to defer the listing of fees to such Common Stock until the Depository Trust Company or such other established clearing corporation first conversion of the Securities into Common Stock in connection accordance with such electronic transfer. In additionthe provisions of this Indenture, the Company shall hold an annual or special meeting covenants to list such Common Stock issuable upon conversion of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, Securities in accordance with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor requirements of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval exchange or automated quotation system at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingsuch time.

Listing of Common Stock. The Company hereby agrees shall (a) not later than the tenth Business Day following the Closing Date prepare and file with the Principal Market (as well as any other national securities exchange, market or trading facility on which the Common Stock is then listed) an additional shares listing application covering at least the sum of (i) two times the number of Underlying Shares as would be issuable upon a conversion in full of (and as payment of dividends in respect of) the Preferred Stock, assuming such conversion occurred on the Closing Date, and (ii) the Warrant Shares issuable upon exercise in full of the Warrants, (b) take all steps necessary to use reasonable best efforts cause such shares to be approved for listing on the Principal Market (as well as on any other national securities exchange, market or trading facility on which the Common Stock is then listed) as soon as possible thereafter, and (c) provide to the Investors evidence of such listing, and the Company shall maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on such exchange or market for so long as the Securities, Preferred Stock and/or Warrants are owned by the Investors. In addition, if at any time the number of shares of Common Stock issuable on conversion of all then outstanding shares of Preferred Stock, and upon exercise in full of the Warrants is greater than the number of shares of Common Stock theretofore listed with the Principal Market (and any such other national securities exchange, market or trading facility), the Company shall promptly take such action (including the actions described in the preceding sentence), if required pursuant to the rules and regulations of the Principal Market, to file an additional shares listing application with the Principal Market (and any such other national securities exchange, market or trading facility) covering at least a Trading number of shares equal to the sum of (x) 200% of the number of Underlying Shares as would then be issuable upon conversion in full of the Preferred Stock, and (y) the number of Warrant Shares as would be issuable upon exercise in full of the Warrants. The Company warrants that it (i) has not received any notice, oral or written, affecting its continued listing on the OTC Bulletin Board, and (ii) is in full compliance with the requirements for continued listing on the OTC Bulletin Board. The Company will take no action, which would impact its continued listing or the eligibility of the Company for such listing unless it entails the Common Stock being listed immediately thereafter on another Principal Market with no break in trading. The Company will comply with the listing and trading requirements of its Common Stock on the OTC Bulletin Board (and of any then Principal Market) and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain Principal Market for so long as the eligibility Preferred Stock, Warrants and/or Securities are owned by any of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsInvestors. If the Company does receives notification from Nasdaq or any other controlling entity stating that the Company is not obtain Authorized Share Approval and Shareholder Approval at in compliance with the first meetinglisting qualifications of such Principal Market, the Company shall call a meeting every forty-five (45) days will immediately thereafter give written notice to seek Authorized Share Approval the Investors and Shareholder Approval until take all action necessary to bring the earlier Company into compliance with all applicable listing standards of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingPrincipal Market.

Listing of Common Stock. 4.9.1. The Company hereby agrees to use reasonable its best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. 4.9.2. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15(which may also be at the annual meeting of stockholders) at the earliest practicable date after the date hereof, 2022 but in no event later than sixty (60) days after the date hereof for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Stockholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five sixty (4560) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the written consent of a majority of its stockholders covering the Stockholder Approval so long as prior to sixty (60) days after the date hereof, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Approval shall have been filed with the SEC and delivered to stockholders of the Company.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is sixty (60) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15, 2022 shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter use best efforts to seek Authorized Share Approval and Shareholder Approval as promptly as possible thereafter until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders shareholders (which may also be at the annual meeting of shareholders) on or prior to November 15, 2022 before _______________ for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are Purchasers no longer outstandinghold any of the Shares.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the date that is eight (8) months following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15shareholders (which may also be at the annual meeting of shareholders) at the earliest practicable date after the date hereof, but in no event later than February 28, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five four (454) days months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to February 28, 2022, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the SEC and delivered to shareholders of the Company.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the Shareholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use all commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special a meeting of stockholders on or prior to November 15, 2022 shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days six months after the first meeting for 2 additional meetings and a meeting every 12 months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are Preferred Stock is no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listedlisted or another Trading Market, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-management appointed proxyholders shall vote their proxies in favor of such proposals. If the Company company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five everything ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Warrants Series E-1 and Series E-2 are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. [In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the date that is one hundred and twenty (120) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.outstanding.]4

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will to comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to use its reasonable best efforts to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition4.20 Subsequent Equity Sales. (a) From the date hereof until 90 days following the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. (b) From the date hereof until the one year anniversary of the Closing Date, the Company shall hold be prohibited from effecting or entering into an annual agreement to effect any issuance by the Company or special meeting any of stockholders on its Subsidiaries of Common Stock or prior Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to November 15receive, 2022 additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the purpose shares of obtaining Authorized Share Approval Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. Any Underwriter shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. (c) Notwithstanding the foregoing, this Section 4.20 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance. 4.21 Research Independence. The Company acknowledges that each Underwriter’s research analysts and Shareholder Approvalresearch departments, if any, are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the recommendation of the Company’s Board of Directors that such proposals are approved, and views or advice communicated to the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in by such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.Underwriter’s investment banking

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof, and in any event within 75 days of the date hereof (unless the Staff of the Commission reviews and comments on or prior the Company’s proxy statement, in which case such 75 day period will be increased to November 15120 days), 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is thirty (30) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the annual or special meeting to seek Stockholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listedlisted (it being acknowledged by each Purchaser that the Company has a hearing with The Nasdaq Capital Market staff on December 12, 2019 regarding the delisting of the Company’s Common Stock), and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Pre-Funded Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Pre-Funded Warrant Shares on such Trading Market. Upon obtaining the Stockholder Approval of the Charter Amendment, the filing of the Charter Amendment with the Secretary of State of the State of New Jersey, and effectiveness of the Charter Amendment, if necessary, and otherwise, concurrently with the Closing, the Company shall apply to list or quote all of the Conversion Shares on such Trading Market and promptly secure the listing of all of the Conversion Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option the Pre-Funded Warrant Shares and Underlying the Conversion Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option the Pre-Funded Warrant Shares and Underlying the Conversion Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or and quotation of the Common Stock on the a Trading Market on which it is currently listedMarket, and concurrently with as soon as reasonably practicable following the Closing, Closing (but not later than the Company shall apply Closing Date) to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof, and in any event on or prior to November 15before the 60th calendar day following the Closing Date, 2022 for the purpose purposes of obtaining Authorized Share Approval and the Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days two months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants Debentures are no longer outstanding.”

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or prior to November exercise limitations therein) exceeds fifteen percent (15, 2022 %) of the issued and outstanding shares of Common Stock on the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five three (453) days months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15September 23, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five thirty (4530) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the date that is seventy-five (75) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five eighty (4580) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first such meeting, the Company shall call a stockholder meeting every forty-five each ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. Each Purchaser covenants that if such Purchaser holds any Shares or Pre-Funded Warrant Shares as of the date of such meeting, such Purchaser shall not vote such Shares or Pre-Funded Warrant Shares on the proposal for Stockholder Approval at such meeting.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15[________], 2022 2024 for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal is approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised basis (ignoring for such purposes any conversion or prior to November 15, 2022 exercise limitations therein) exceeds 18% of the issued and outstanding shares of Common Stock on the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November shareholders (which may also be at the annual meeting of shareholders) at the earliest practicable date after the date hereof, but in no event later than September 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five four (454) days months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to September 15, 2022, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the SEC and delivered to shareholders of the Company.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listeda Principal Market, and concurrently with as soon as reasonably practicable following the Closing, the Company shall apply Closing to list or quote all of the Closing Shares, Option Conversion Shares and Underlying the Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Principal Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Principal Market, it will then include in such application all of the Closing Shares, Option Conversion Shares and Underlying the Warrant Shares, and will take such other action as is necessary or desirable in the opinion of the Investor to cause all of the Closing Shares, Option Conversion Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Principal Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all material respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees Principal Market and shall provide Investor with copies of any correspondence to maintain the eligibility or from such Principal Market which questions or threatens delisting of the Common Stock for electronic transfer through Stock, within three (3) Trading Days of the Depository Trust Company or another established clearing corporationCompany's receipt thereof, includinguntil the Investor has disposed of all of its Registrable Securities. In the event that the issuance of Conversion Shares, without limitation, by timely payment of fees when added to the Depository Trust number of Conversion Shares previously issued by the Company or such other established clearing corporation in connection with such electronic transfer. In additionand the Warrant Shares issued upon exercise of the Warrants, will exceed 19.9% of the number of shares of the Company's Common Stock which were issued and outstanding on the Closing Date, the Company shall hold an will present a proposal for stockholder approval at the next annual or special meeting of stockholders to permit the Company to issue a number of Conversion Shares and Warrant Shares in excess of 19.9% of the number of the Company's issued and outstanding shares of Common Stock on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder ApprovalClosing Date, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does such proposal is not obtain Authorized Share Approval and Shareholder Approval at the first meetingapproved, the Company shall call (i) purchase the unexercisable portion of the Warrants for cash at a price per share equal to the difference between the Market Price on the date of the stockholders' meeting every forty-and $3.025 and (ii) redeem any unconvertible Convertible Preferred Stock pursuant to Section 7 of the Certificate of Designations, within five (455) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier Trading Days of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingsuch vote.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly use commercially reasonable efforts to secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is reasonably necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The For so long as the Company maintains a listing or quotation of the Common Stock on a Trading Market, the Company agrees to use commercially reasonable efforts to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer; provided, however, that this Section 4.10 shall not prevent a sale, merger or similar transaction involving the Company. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-management appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15December 1, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal is approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five thirty (4530) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, if applicable, the Company shall hold an annual or special meeting of the stockholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all the other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition. (a) Until 120 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (each, a “Subsequent Placement”) or file any registration statement or any amendment or supplement thereto, other than (i) the Prospectus Supplement, (ii) a registration statement on Form F-8, (iii) a registration statement on Form S-4 for any transactions disclosed as of the date hereof in the SEC Reports. (b) From the date hereof until 180 days after the Closing Date, the Company will not sell any shares of its common stock pursuant to that certain At Market Issuance Sales Agreement, dated March 30, 2020, by and among the Company and X. Xxxxx FBR, Inc. (c) From the date hereof until 180 days after the Closing Date (or, with respect to any at-the market offering, the second anniversary of the Closing Date), the Company shall hold be prohibited from effecting or entering into an annual agreement to effect any issuance by the Company or special meeting any of stockholders on its Subsidiaries of Common Stock or prior Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to November 15receive additional shares of Common Stock either (A) at a conversion price, 2022 exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the purpose shares of obtaining Authorized Share Approval and Shareholder ApprovalCommon Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the recommendation initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company’s Board Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of Directors that such proposals are approvedcredit or at-the-market offering program, and whereby the Company may issue securities at a future determined price. Any Purchaser shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If be entitled to obtain injunctive relief against the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meetingto preclude any such issuance, the Company which remedy shall call a meeting every forty-five (45) days thereafter be in addition to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstandingany right to collect damages.

Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders shareholders on or prior to November 15, 2022 the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the Stockholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15[__], 2022 20234 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal is approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting within every forty-five (45) days day period thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.. 4 60 days from closing

Listing of Common Stock. The Until the Purchasers no longer hold any Warrants, the Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Warrant Shares and Underlying Conversion Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Warrant Shares and Underlying Conversion Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Warrant Shares and Underlying Conversion Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Warrant Shares and Underlying Conversion Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date following the date hereof, 2022 but in no event later than April 20, 2015, for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall retain and use the services of a proxy solicitation firm to solicit proxies for the special meeting of shareholders (or annual meeting of shareholders) in connection with Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) 65 days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listedlisted for a period of at least three (3) years after the late of the Closing Date or any Option Closing Date, and concurrently with the Closing, the Company shall apply have applied to list or quote all of the Closing Shares, the Option Shares Shares, the Warrant Shares, the Pre-Funded Warrant Shares, and Underlying the Representative’s Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, the Option Shares Shares, the Warrant Shares, the Pre-Funded Warrant Shares, and Underlying the Representative’s Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, the Option Shares Shares, the Warrant Shares, the Pre-Funded Warrant Shares, and Underlying the Representative’s Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, the Option Shares Shares, the Warrant Shares, the Pre-Funded Warrant Shares, and Underlying the Representative’s Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 the date that is six (6) months following the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Stockholder Approval at the first meeting, the Company shall call a meeting every forty-five ninety (4590) days thereafter to seek Authorized Share Approval and Shareholder Stockholder Approval until the earlier of the date on which Authorized Share Stockholder Approval and Shareholder Approval are is obtained or the Common Warrants are no longer outstanding. The Company shall set the record date for the Stockholder Approval prior to the Closing Date.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 _____1 for the purpose of obtaining Authorized Share Approval and Shareholder Reverse Stock Split Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Reverse Stock Split Approval at the first meeting, the Company shall call a meeting every fortyseventy-five (4575) days thereafter to seek Authorized Share Approval and Shareholder Reverse Stock Split Approval until the earlier of the date on which Authorized Share Reverse Stock Split Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the a Trading Market on which it is currently listedMarket, and concurrently with as soon as reasonably practicable following the Closing, Closing (but not later than the Company shall apply earlier of the Effective Date and the first anniversary of the Closing Date) to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date the number of shares of Common Stock issuable pursuant to this Agreement on a fully converted or prior to November exercised basis (ignoring for such purposes any conversion or exercise limitations therein) exceeds 15, 2022 % of the issued and outstanding shares of Common Stock on the Closing Date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15December 4, 2022 2023 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal is approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting within every forty-five (45) days day period thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are no longer outstanding.

Listing of Common Stock. (a) The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Pre-Paid Warrant Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Pre-Paid Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Pre-Paid Warrant Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Pre-Paid Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. . (b) In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof, 2022 and in any event within 60 days of the date hereof, for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants Debentures are no longer outstanding.

Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listedlisted for a period of at least three (3) years, and concurrently with the Closing, the Company shall apply have applied to list or quote all of the Closing Shares and Warrant Shares (other than the Warrant Shares, Option Shares which the Company covenants to do immediately upon receipt of Stockholder Approval and Underlying Shares effectiveness of the Capital Event) on such Trading Market and promptly secure the listing of all of the Closing Shares and Warrant Shares (other than the Warrant Shares, Option Shares which the Company covenants to do immediately upon receipt of Stockholder Approval and Underlying Shares effectiveness of the Capital Event) on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares and Warrant Shares (other than the Warrant Shares, Option Shares unless at such time Stockholder Approval has been obtained, and Underlying Sharesotherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event), and will take such other action as is necessary to cause all of the Closing Shares and Warrant Shares (other than the Warrant Shares, Option Shares unless at such time Stockholder Approval has been obtained, and Underlying Shares otherwise, which the Company covenants to do immediately upon receipt of Stockholder Approval and effectiveness of the Capital Event) to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of stockholders on or prior to November 15, 2022 for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are obtained or the Warrants are no longer outstanding.

Listing of Common Stock. The Company hereby agrees shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to use reasonable best efforts the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing or quotation and (iv) maintain the listing or quotation of the such Common Stock on any date at least equal to the Trading Market Required Minimum on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Shares, Option Shares and Underlying Shares such date on such Trading Market and promptly secure the listing of all of the Closing Shares, Option Shares and Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares, Option Shares and Underlying Shares, and will take such other action as is necessary to cause all of the Closing Shares, Option Shares and Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the another Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or a special meeting of stockholders on or prior to November 15, 2022 (which may also be at the annual meeting of shareholders) at the earliest practical date for the purpose of obtaining Authorized Share Approval and Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposalsproposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval on or before the 75th calendar day following the Closing Date. If the Company does not obtain Authorized Share Approval and Shareholder Approval at the first meeting, the Company shall call a meeting every forty-five (45) days four months thereafter to seek Authorized Share Approval and Shareholder Approval until the earlier of the date on which Authorized Share Approval and Shareholder Approval are is obtained or the Warrants are Preferred Stock is no longer outstanding.