Common use of NONCIRCUMVENTION Clause in Contracts

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take all action as may be required to protect the rights of the Holders hereunder. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares above the Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred Shares and (c) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares of Common Stock.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation, as amended, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsWarrant, and will at all times in good faith carry out all the provisions of this Certificate of Designations Warrant and take all action as may be required to protect the rights of the Holders hereunderHolder. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documentsforegoing, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the conversion exercise of any Preferred Shares this Warrant above the Conversion Exercise Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion exercise of Preferred Shares this Warrant and (c) shall, so long as any Preferred Shares of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion exercise of the Preferred SharesWarrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion exercise of the Preferred Shares Warrants then outstanding (without regard to any limitations on conversion contained hereinexercise). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each the Holder is not permitted to convert such Holder’s Preferred Shares exercise this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 4(d1(f) hereof), the Company shall use its reasonable best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect permit such conversion exercise into shares of Common Stock.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of IncorporationIncorporation (as defined in the Debenture Purchase Agreement), bylaws its Bylaws (as defined in the Debenture Purchase Agreement) or any other organizational documents of the Company, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsDebenture, and will at all times in good faith carry out all of the provisions of this Certificate of Designations Debenture and take all action as may be required to protect the rights of the Holders hereunderHolder of this Debenture. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations Debenture or the other Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock Shares receivable upon the conversion of any Preferred Shares this Debenture above the Conversion Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of nonassessable Common Stock Shares upon the conversion of Preferred Shares and (c) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to any limitations on conversion contained herein)this Debenture. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder Company is not permitted to automatically convert such Holder’s Preferred Shares this Debenture in full for any reason (other than pursuant to restrictions set forth in Section 4(d3(d) hereof), the Company shall use its reasonable best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect permit such conversion into shares of Common StockShares.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of IncorporationIncorporation or Bylaws, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsWarrant, and will at all times in good faith carry out all of the provisions of this Certificate of Designations Warrant and take all action as may be required to protect the rights of the Holders hereunderHolder. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documentsforegoing, the Company (ai) shall not increase the par value of any shares of Common Stock receivable upon the conversion exercise of any Preferred Shares this Warrant above the Conversion Exercise Price then in effect, (bii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable nonassessable shares of Common Stock upon the conversion proper exercise of Preferred Shares this Warrant by the Holder, and (ciii) shall, so long as any Preferred Shares are this Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion exercise of the Preferred Sharesthis Warrant, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion exercise of the Preferred Shares then outstanding this Warrant (without regard to any limitations on conversion contained hereinexercise). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each the Holder is not permitted to convert such Holder’s Preferred Shares exercise this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 4(d1(f) hereof), the Company shall use its reasonable best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect permit such conversion exercise into shares of Common Stock.. ​

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate certificate of Incorporationincorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take all action as may be required to protect the rights of the Holders hereunder. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction DocumentsDesignations, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares above the Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred Shares and (c) shall, so long as any Preferred Shares are outstanding, take all action reasonably necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred SharesShares at the Conversion Price then in effect, the maximum number of shares of Common Stock Required Reserve Amount (as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to any limitations on conversion contained hereindefined in Section 11(a)). Notwithstanding anything herein to the contrary, if after the sixty date that is one hundred twenty (60120) calendar day anniversary of days after the Initial Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d4(d)(i) hereof), the Company shall use its reasonable best efforts to promptly remedy such failure, including, without limitation, obtaining seeking to obtain such consents or approvals as necessary to effect such conversion into shares of Common Stock.

NONCIRCUMVENTION. The Company hereby will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and agrees that payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company will notin respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by amendment any action, including, without limitation, amending its certificate of its Certificate of Incorporation, bylaws incorporation or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsWarrant, and but will at all times in good faith carry assist in the carrying out of all such terms and in the provisions taking of this Certificate of Designations and take all action such actions as may be required necessary or appropriate to protect the rights of the Holders hereunderHolder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documentsforegoing, the Company will (ai) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Warrant Shares above the Conversion Price then amount payable therefor upon such exercise immediately prior to such increase in effectpar value, (bii) shall take all such actions action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock nonassessable Warrant Shares upon the conversion exercise of Preferred Shares this Warrant and (ciii) shalluse commercially reasonable efforts to obtain all such authorizations, so long exemptions or consents from any public regulatory body having jurisdiction thereof, as any Preferred Shares are outstandingmay be, take all action necessary to reserve and keep available out enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of its authorized and unissued shares of Common Stock, solely Warrant Shares for which this Warrant is exercisable or in the purpose of effecting the conversion of the Preferred SharesExercise Price, the maximum number of shares of Common Stock Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as shall from time to time may be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to from any limitations on conversion contained herein)public regulatory body or bodies having jurisdiction thereof. Notwithstanding anything herein to the contrary, if after the sixty (60) one hundred and fiftieth calendar day anniversary of the Initial Issuance Subscription Date, each the Holder is not permitted to convert such Holder’s Preferred Shares exercise this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 4(d2(e) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect permit such conversion exercise into shares of Common Stock.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, bylaws Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsWarrant, and will at all times in good faith carry out all the provisions of this Certificate of Designations Warrant and take all action as may be required to protect the rights of the Holders hereunderHolder. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documentsforegoing, the Company (ai) shall not increase the par value of any shares of Common Stock receivable upon the conversion exercise of any Preferred Shares this Warrant above the Conversion Exercise Price then in effect, (bii) shall use all reasonable efforts to take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable nonassessable shares of Common Stock upon the conversion exercise of Preferred Shares this Warrant and (ciii) shall, so long as any Preferred Shares of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion exercise of the Preferred SharesWarrants, the Required Reserve Amount. If the Company is restricted by the rules of the Principal Market from issuing and delivering the Warrant Shares or any portion thereof without prior approval of the holders of the issued and outstanding voting capital stock of the Company, then the Company shall, upon exercise hereof, issue the maximum number of shares of Common Stock as shall from time to time be necessary to effect Warrant Shares permissible under the conversion applicable rules of the Preferred Shares then outstanding (without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contraryPrincipal Market and, if after the sixty (60) calendar day anniversary upon request of the Initial Issuance DateHolder, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company shall use its best efforts to promptly remedy obtain the approval of the requisite holders of the issued and outstanding voting capital stock of the Company required by such failurerules for any remaining amount of Warrant Shares. Without limiting the foregoing, includingin connection with the initial application for listing of its Common Stock on a Principal Market that has rules of the type contemplated by the preceding sentence that might reasonably be expected to restrict the number of Warrant Shares that the Holder can purchase without stockholder approval, without limitationthe Company shall, obtaining upon request of the Holder, seek the prior approval of the holders of its voting capital stock for the issuance of all Warrant Shares issuable and that may become issuable under this Warrant, at the earliest of any special meeting of shareholders held in connection with such consents listing or approvals as necessary a related transaction or the first annual meeting of shareholders held after the decision to effect apply for listing of the Common Stock on such conversion into shares of Common StockPrincipal Market has been made.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate certificate of Incorporationincorporation or by-laws, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of scheme, arrangement, dissolution, issue issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsWarrant, and will at all times in good faith carry out all of the provisions of this Certificate of Designations Warrant and take all action as may be required to protect the rights of the Holders hereunderHolder. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documentsforegoing, the Company (ai) shall not increase the par value of any shares of Common Series C Preferred Stock receivable upon the conversion exercise of any Preferred Shares this Warrant above the Conversion Exercise Price then in effect, (bii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable nonassessable shares of Common Series C Preferred Stock upon the conversion exercise of Preferred Shares and this Warrant, (ciii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Series C Preferred Shares Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Series C Preferred Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise), and (iv) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect satisfy the conversion of the Preferred Shares then outstanding (without regard Company’s obligation to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into issue shares of Common StockStock upon conversion of all Series C Preferred Stock under the Warrants then outstanding.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of IncorporationIncorporation or Bylaws, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsWarrant, and will at all times in good faith carry out all the provisions of this Certificate of Designations Warrant and take all action as may be required to protect the rights of the Holders hereunderHolder. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documentsforegoing, the Company (ai) shall not increase the par value of any shares of Common Stock receivable upon the conversion exercise of any Preferred Shares this Warrant above the Conversion Exercise Price then in effect, (bii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable nonassessable shares of Common Stock upon the conversion exercise of Preferred Shares this Warrant, and (ciii) (A) shall, until the Authorized Share Stockholder Approval is obtained and so long as any Preferred Shares of the Exchange Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion exercise of the Preferred SharesExchange Warrants, 100% of the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion exercise of the Preferred Shares Exchange Warrants then outstanding (without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contraryexercise) and (B) shall, if from and after the sixty (60) calendar day anniversary time that the Authorized Share Stockholder Approval is obtained and so long as any of the Initial Issuance DateExchange Warrants are outstanding, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as take all action necessary to effect such conversion into reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Exchange Warrants, 130% of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Exchange Warrants then outstanding (without regard to any limitations on exercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of IncorporationIncorporation (as defined in the Securities Purchase Agreement), bylaws Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take all action as may be required to protect the rights of the Holders hereunder. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares above the Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred Shares and (c) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares of Common Stock.

NONCIRCUMVENTION. The Company hereby will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and agrees that payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company will notin respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by amendment any action, including, without limitation, amending its certificate of its Certificate of Incorporation, bylaws incorporation or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsWarrant, and but will at all times in good faith carry assist in the carrying out of all such terms and in the provisions taking of this Certificate of Designations and take all action such actions as may be required necessary or appropriate to protect the rights of the Holders hereunderHolder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documentsforegoing, the Company will (ai) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Warrant Shares above the Conversion Price then amount payable therefor upon such exercise immediately prior to such increase in effectpar value, (bii) shall take all such actions action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock nonassessable Warrant Shares upon the conversion exercise of Preferred Shares this Warrant and (ciii) shalluse commercially reasonable efforts to obtain all such authorizations, so long exemptions or consents from any public regulatory body having jurisdiction thereof, as any Preferred Shares are outstandingmay be, take all action necessary to reserve and keep available out enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of its authorized and unissued shares of Common Stock, solely Warrant Shares for which this Warrant is exercisable or in the purpose of effecting the conversion of the Preferred SharesExercise Price, the maximum number of shares of Common Stock Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as shall from time to time may be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to from any limitations on conversion contained herein)public regulatory body or bodies having jurisdiction thereof. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Subscription Date, each the Holder is not permitted to convert such Holder’s Preferred Shares exercise this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 4(d2(e) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect permit such conversion exercise into shares of Common Stock.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of IncorporationIncorporation (as defined in the Securities Purchase Agreement), bylaws Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsNote, and will at all times in good faith carry out all of the provisions of this Certificate of Designations Note and take all action as may be required to protect the rights of the Holders hereunderHolder of this Note. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations Note or the other Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares this Note above the Conversion Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable nonassessable shares of Common Stock upon the conversion of Preferred Shares and (c) shallTHIS NOTE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary, if after the sixty IF AFTER THE SIXTY (60) calendar day anniversary of the Initial Issuance DateCALENDAR DAY ANNIVERSARY OF THE ISSUANCE DATE, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason THE HOLDER IS NOT PERMITTED TO CONVERT THIS NOTE IN FULL FOR ANY REASON (other than pursuant to restrictions set forth in Section 4(dOTHER THAN PURSUANT TO RESTRICTIONS SET FORTH IN SECTION 3(D) hereofHEREOF), the Company shall use its best efforts to promptly remedy such failureTHE COMPANY SHALL USE ITS BEST EFFORTS TO PROMPTLY REMEDY SUCH FAILURE, includingINCLUDING, without limitationWITHOUT LIMITATION, obtaining such consents or approvals as necessary to effect such conversion into shares of Common StockOBTAINING SUCH CONSENTS OR APPROVALS AS NECESSARY TO PERMIT SUCH CONVERSION INTO SHARES OF COMMON STOCK.

NONCIRCUMVENTION. The Company Borrower hereby covenants and agrees that the Company Borrower will not, by amendment of its Certificate of Incorporation, bylaws Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsAgreement, and will at all times in good faith carry out all the provisions of this Certificate of Designations Agreement and take all action as may be required to protect the rights of the Holders hereunderLender. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documentsforegoing, the Company Borrower (ai) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares the Conversion Obligations above the Conversion Price then in effect, (bii) shall use all reasonable efforts to take all such actions as may be necessary or appropriate in order that the Company Borrower may validly and legally issue fully paid and non-assessable nonassessable shares of Common Stock upon the conversion of Preferred Shares the Conversion Obligations and (ciii) shall, so long as any Preferred Shares of Conversion Obligations are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred SharesConversion Obligations, the maximum number of shares of Common Stock as shall Required Reserve Amount. If Borrower is restricted by the Principal Market from time to time be necessary to effect issuing and delivering the conversion lesser of the Preferred Shares (i) Beneficial Ownership Cap or (ii) Total Issuance Cap, then outstanding (without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company Borrower shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares obtain the approval of Common Stockthe requisite holders of the issued and outstanding voting capital stock of Borrower required by the listing requirements of the Principal Market.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of IncorporationIncorporation or Bylaws, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of DesignationsWarrant, and will at all times in good faith carry out all the provisions of this Certificate of Designations Warrant and take all action as may be required to protect the rights of the Holders hereunderHolder. For the avoidance of doubt, (a) in the event that the Company, directly or indirectly, engages in any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution or similar transactions and (b) such transaction is not a Fundamental Transaction, the Person formed by, resulting from or surviving such transaction or the Person with which such transaction shall have been entered into, in each case only to the extent such Person is not the Company (the “Successor Entity”), shall assume in writing all of the obligations of the Company under this Warrant and shall deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documentsforegoing, the Company (ai) shall not increase the par value of any shares of Common Stock receivable upon the conversion exercise of any Preferred Shares this Warrant above the Conversion Exercise Price then in effect, (bii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable nonassessable shares of Common Stock upon the conversion exercise of Preferred Shares this Warrant, and (ciii) shall, so long as any Preferred Shares of the Issuance Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion exercise of the Preferred SharesIssuance Warrants, 100% of the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion exercise of the Preferred Shares Issuance Warrants then outstanding (without regard to any limitations on conversion contained hereinexercise). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares of Common Stock.