Common use of Reservation of Common Stock Clause in Contracts

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize and reserve for issuance, free from any preemptive rights, a number of shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. (i) In the event that at anytime when this Note shall be outstanding, the Maker shall not have sufficient authorized but unissued Common Stock for the purpose of effecting the conversion of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”), it shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available as of that date and shall immediately take all action necessary to increase the number of its authorized shares of Common Stock until such time as the Maker’s Certificate of Incorporation shall have been amended to increase the number of authorized shares of Common Stock to such number as would, at a minimum, permit the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein. Without limiting the generality of the foregoing sentence, as soon as practicable after the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Maker shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The Company shall, on or before inability of the Closing Date, authorize and Maker to reserve for issuance, free from any preemptive rights, a the required number of shares of Common Stock (required by this Section 3.4(g) shall have no impact on the “Reserved Amount”) equal rank, rights, preferences and privileges of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to no less than one hundred and fifty percent (150%) effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the maximum number of shares of Common Stock issuable upon (A) conversion of this Note or which would cause the outstanding Notes in full at effective purchase price for the Conversion Price then in effect and (B) exercise Common Stock to be less than the par value of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than , the tenth (10th) business day orMaker shall take any and all corporate action which may, in the event opinion of its counsel, be necessary in order that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock into which at such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce adjusted Conversion Price or effective purchase price, as the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)case may be.

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before the Closing Date, authorize and reserve for issuance, free from any preemptive rightsout of its authorized shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Warrants, and the transfer agent for the shares of Common Stock and every subsequent transfer agent for any shares of Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full aforesaid rights of purchase are irrevocably authorized and directed at the Conversion Price then in effect and (B) all times to reserve such number of authorized shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the outstanding Warrants in full shall be, at the Exercise time of delivery of the certificates for such shares against payment of the Warrant Price therefor, validly issued, fully paid and nonassessable and listed on any national securities exchange or included in any interdealer automated quotation system upon or in which the other shares of outstanding Common Stock are then in effect, in each such case without regard to any limitation listed or restriction included. The Company will keep a copy of this Agreement on such conversion or exercise that file with the transfer agent for the shares of Common Stock (which may be set forth in the Notes or Warrant Agent) and with every subsequent transfer agent for any shares of Common Stock issuable upon the exercise of the rights of purchase represented by the Warrants. In The Warrant Agent is irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed stock certificates for that purpose. All Warrants surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Company, and such cancelled Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the date of expiration of the Notes and exercise Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in and thereafter no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder Warrants which shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)have expired.

Reservation of Common Stock. The Company shall(a) Following the receipt of the Shareholder Approvals, on the Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock or before shares acquired by the Closing DateCorporation, authorize and reserve solely for issuanceissuance upon the conversion of shares of Series B Preferred Stock, as provided in this Certificate of Amendment, free from any preemptive or other similar rights, a such number of shares of Common Stock (as shall from time to time be issuable upon the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) conversion of the maximum number of all such shares of Common Series B Preferred Stock issuable upon (A) conversion then outstanding. For purposes of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwisethis Section 14(a), the Reserved Amount is less than 125% of the number of shares of Common Stock then that shall be deliverable upon the conversion of all outstanding shares of Series B Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder. (b) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Series B Preferred Stock, as herein provided, shares of Common Stock acquired by the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances. (c) All shares of Common Stock delivered upon conversion of the Series B Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders). (d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series B Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority. (e) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on The NASDAQ Stock Market or any other national securities exchange or automated quotation system, the Corporation 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 the Common Stock issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)Series B Preferred Stock, the Company shall take action (including without limitation seeking stockholder approval and, for the authorization or reservation purpose of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day orsuch calculation, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company sufficient for the full conversion of all shares of Series B Preferred Stock shall not reduce the number of shares reserved be deemed to be authorized for issuance hereunder without obtaining under the written consent Certificate of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation Incorporation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)date.

Reservation of Common Stock. The Company shallUntil the Notes are paid in full, on or before the Closing Date, authorize and reserve Maker shall at all times keep reserved for issuance, free from any preemptive rights, issuance under this Note a number of shares of Common Stock (as shall be necessary to satisfy the “Reserved Amount”) equal Maker’s obligation to no less than one hundred and fifty percent (150%) of the maximum number of issue shares of Common Stock issuable upon hereunder (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment otherwise contained herein with respect to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable that may be acquirable upon conversion exercise of all this Note). If, notwithstanding the foregoing, and not in limitation thereof, at any time while any of the Notes remain outstanding the Maker does not have a sufficient number of authorized and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional unreserved shares of Common Stock) as soon as practicable (but in no event later than Stock to satisfy its obligation to reserve for issuance upon exercise of the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) Notes at least a number of shares of Common Stock equal to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which as shall from time to time be necessary to effect the exercise of the Notes then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Maker shall immediately take all action necessary to increase the Maker’s authorized shares of Common Stock to an amount sufficient to allow the Maker to maintain the Required Reserve Amount for all the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Authorized Share Failure, the Company shall not reduce hold a meeting of its shareholders for the approval of an increase in the number of authorized shares reserved for issuance hereunder without obtaining of Common Stock. In connection with such meeting, the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount Maker shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued provide each shareholder with a proxy statement and shall use its best efforts to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time solicit its shareholders’ approval of such increase are convertible or exercisable (without regard in authorized shares of Common Stock and to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any cause its board of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated directors to any person or entity which does not hold any Notes shall be reallocated recommend to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of shareholders that they approve such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)proposal.

Reservation of Common Stock. The Prior to the issuance of any Warrants, there shall have been reserved, and the Company shall, on or before shall at all times keep reserved out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of shares purchase represented by the Warrants, and the transfer agent for the Common Stock and every subsequent transfer agent for any of the Company's Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full rights of purchase aforesaid are hereby irrevocably authorized and directed at the Conversion Price then in effect all times to reserve such number of authorized and (B) unissued Common Stock as shall be requisite for such purpose. The Company agrees that all Common Stock issued upon exercise of the outstanding Warrants in full shall be, at the Exercise Price then in effecttime of delivery of the certificates representing such Common Stock, in each such case without regard to any limitation or restriction validly issued and outstanding, fully paid and non-assessable. The Company will keep a copy of this Agreement on such conversion or file with the transfer agent for the Common Stock and with every subsequent transfer agent for the Company's Common Stock issuable upon the exercise that may be set forth in of the Notes or right of purchase represented by the Warrants. In The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants that have been exercised. The Company will supply such transfer agent with duly executed stock certificates for such purpose. All Warrants surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be canceled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Company, and such canceled Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% shall constitute sufficient evidence of the number of shares of Common Stock then issuable that have been issued upon conversion the exercise of all such Warrants. All Warrants surrendered for transfer, exchange or partial exercise shall be canceled by the Warrant Agent and delivered to the Company. Promptly after the date of expiration of the Notes and exercise Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)and, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in thereafter, no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Warrants.

Reservation of Common Stock. The Company shallUntil the Notes are paid in full, on or before the Closing Date, authorize and reserve Maker shall at all times keep reserved for issuance, free from any preemptive rights, a issuance under this Note such number of shares of Common Stock as shall be necessary to satisfy the Maker’s obligation to issue shares of Common Stock hereunder assuming all amounts payable under this Note shall be paid in shares of Common Stock (without regard to any limitation otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable upon exercise of this Note). If, notwithstanding the foregoing, and not in limitation thereof, at any time any of the Notes remain outstanding, the Maker does not have a sufficient number of authorized and unreserved shares of Common Stock (the “Reserved Required Reserve Amount”) equal to no less than one hundred and fifty percent satisfy its obligation set forth in this Section 5.7 (150%) of such failure, an “Authorized Share Failure”), then the maximum number of Maker shall immediately take all action necessary to increase the Maker’s authorized shares of Common Stock issuable upon (A) conversion to an amount sufficient to allow the Maker to maintain the Required Reserve Amount for all the Notes then outstanding. Without limiting the generality of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effectforegoing sentence, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) Maker shall, to the extent necessary or advisable in order to cure sure Authorized Share Failure, hold a meeting of its shareholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock, in connection with such meeting, provide each shareholder with a proxy statement, and use its best efforts to solicit its shareholders’ approval of such increase in authorized shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number to cause its board of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued directors to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated recommend to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of shareholders that they approve such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)increase.

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy any obligation to issue shares of its Common Stock upon conversion of the Preferred Stock and Preferred Stock upon exercise of the Warrant; provided, however, that the number of shares so reserved shall, except as hereinafter and in the Preferred Stock (and in the Certificate of Designation related thereto) provided, shall be 6,044,680 shares, subject to reduction and increase as hereinafter provided. The number of shares so reserved may be reduced by the number of shares actually delivered pursuant to conversion of Preferred Stock or exercise of the Warrant (provided that in no event shall the number of shares so reserved be less than the maximum number required to satisfy the remaining conversion rights on the unconverted Preferred Stock and the remaining exercise rights under unexercised portion of the Warrant) and the number of shares so reserved shall be increased to reflect stock splits and stock dividends and distributions. In the event the number of shares so reserved shall be insufficient for issuance upon the conversion of the Preferred Stock and exercise of the Warrant, or if the Holders of the Preferred Stock would at any time upon conversion thereof be entitled to the issuance of shares of Common Stock in excess of the limitation in Section 5(d) of the Certificate of Designation relating to the Preferred Stock, then in either case the Company shall use its best efforts and all due diligence to obtain the approval by its shareholders of this Agreement and all transactions contemplated hereunder, including the authorization of such additional shares as may be required to issue such shares in excess of the number so reserved or in excess of such limitation, as the case may be. The Board of Directors of the Company shall recommend such approval to the shareholders. The Company shall, on or before the Closing DateAugust 31, authorize 1997, hold a meeting of its stockholders and reserve for issuance, free from any preemptive rights, a number of shares of Common Stock (the “Reserved Amount”) equal use its best efforts to no less than one hundred and fifty percent (150%) obtain at such meeting such approvals of the maximum number Company's stockholders as may be required to issue all of the shares of Common Stock issuable upon conversion of, or otherwise with respect to, the Preferred Stock (A) conversion of including the outstanding Notes in full at the Conversion Price then in effect and (B) Preferred Stock issuable upon exercise of the outstanding Warrants in full at the Exercise Price Warrants) without violating NASD Rule 4460(i) or any successor rule thereto which may then be in effect). The Company shall comply with the filing and disclosure requirements of Section 14 promulgated under the Exchange Act in connection with the solicitation, in each acquisition and disclosure of such case without regard to any limitation or restriction on stockholder approval. The Company represents and warrants that its Board of Directors has unanimously recommended that the Company's stockholders approve the proposals contemplated by this Section 4.2 and shall so indicate such conversion or exercise that may be set forth recommendation in the Notes or the Warrantsproxy statement used to solicit such stockholder approval. In the event that, as a result of The Company represents and warrants that it has reserved an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of additional approximately 1,800,000 shares of Common Stock then issuable for issuance upon conversion of all of the Notes Company's 6% Subordinated Convertible Debentures and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of its Common Stock into which such outstanding Notes are then convertible and such outstanding Purchase Warrants are exercisableissued in May 1996. The Company shall not reduce the number of shares reserved agrees to maintain such reserve for issuance hereunder without obtaining the written consent of the holders of two-thirds such purposes (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated except to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of extent that such increase shares are convertible or exercisable (without regard to issued upon any limitation on such conversion or exercise).

Reservation of Common Stock. The Company shallcovenants and agrees that all shares of Common Stock, on or before if any, that may be issued upon the Closing Dateexercise of the rights represented by the Warrant will, authorize upon issuance, be validly issued and reserve for issuanceoutstanding, fully paid and non-assessable. The Company further covenants and agrees that the Company will, at all times during the term hereof, have authorized and reserved, free from any preemptive rights, a sufficient number of shares of Common Stock (to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) full exercise of the maximum rights represented by the Warrant. If at any time during the term hereof the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of the Warrant in full, the Company will take such corporate action as may, in the reasonable opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. This Warrant has been validly issued and is free of restrictions on transfer other than restrictions on transfer set forth herein and under applicable state and federal securities laws. Subject to applicable restrictions on transfer, the issuance and delivery of this Warrant and the shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard this Warrant are not subject to any limitation preemptive or restriction on such conversion other similar rights or exercise that may be any liens or encumbrances except as specifically set forth in the Notes Company's Charter or this Warrant. The Company agrees that it will, and will cause its subsidiaries and representatives to, use their commercially reasonable efforts to list and qualify the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock that are issued to the Warrantholder upon the exercise of this Warrant for trading on NASDAQ or any other securities exchange then issuable upon conversion of all applicable as soon as reasonably practicable following the satisfaction of the Notes Company's obligations under the June 2015 Registration Rights Agreement. Except and exercise of all of to the Warrants then outstanding (without regard extent as waived or consented to any limitation or restriction on such conversion or exercise that may be set forth in by the Notes or the Warrants)Warrantholder, the Company shall take action (including not by any action, including, without limitation seeking stockholder approval for limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the authorization observance or reservation performance of additional shares any of Common Stock) as soon as practicable (the terms of this Warrant or the June 2015 Registration Rights Agreement, but will at all times in no event later than the tenth (10th) business day or, good faith assist in the event that stockholder approval is requiredcarrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Warrantholder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the sixtieth Company will (60thi) day following such date) to not increase the Reserved Amount to no less than 150% par value of the number of any shares of Common Stock into which issuable upon exercise of this Warrant above the amount payable therefor upon such outstanding Notes are then convertible and exercise immediately prior to such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Reserved Amount shall be allocated pro rata among Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the Holders based on exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard Company to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)perform its obligations under this Warrant.

Reservation of Common Stock. The (a) Upon the effectiveness of the Capitalization Amendment, the Company shall, on or before the Closing Date, authorize shall at all times reserve and reserve for issuancekeep available, free from all liens, charges and security interests and not subject to any preemptive rights, a number out of the aggregate of its authorized but unissued shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number of or its issued shares of Common Stock issuable upon (A) held in its treasury, or both, solely for the purpose of effecting the conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise)Series B Preferred Stock, the Reserved Amount is less than 125% of the full number of shares of Common Stock then deliverable upon the conversion of all outstanding shares of Series B Preferred Stock. (b) Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of shares of Series B Preferred Stock, as herein provided, shares of Common Stock acquired by the Company (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the holders of the Series B Preferred Stock). (c) All shares of Common Stock delivered upon conversion of the Series B Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances and not subject to any preemptive rights (other than liens, charges, security interests and other encumbrances created by the holders the Series B Preferred Stock). (d) The Company hereby covenants and agrees that, if at any time the Common Stock shall be listed on the NASDAQ Stock Market or any other national securities exchange or automated quotation system, the Company shall, if permitted by the rules of such exchange or automated quotation system, list and keep listed, all the Common Stock issuable upon conversion of all the Series B Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system permit the Notes and exercise Company to defer the listing of all such Common Stock until the first conversion of Series B Preferred Stock into Common Stock in accordance with the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)provisions hereof, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of covenants to list such Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% Stock issuable upon conversion of the number of shares of Common Series B Preferred Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce in accordance with the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time requirements of such increase are convertible exchange or exercisable (without regard to any limitation on automated quotation system at such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)time.

Reservation of Common Stock. The (a) As of the date hereof, the Company shall, on or before has reserved and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock (for the “Reserved Amount”) equal purpose of enabling the Company to no less than one hundred and fifty percent (150%) of issue the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) Shares pursuant to this Agreement, Pre-Funded Warrant Shares pursuant to any exercise of the outstanding Warrants in full at the Exercise Price then in effectPre-Funded Warrants, in each such case without regard and Warrant Shares pursuant to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or of the Warrants. In the event . (b) The Company covenants that, as a result of an adjustment to promptly following the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)Closing Date, the Company shall take all corporate action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur no later than May 1, 2024, for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) with respect to the issuance of the Class B Warrant Shares issuable upon exercise of the Class B Warrants. In connection therewith, the Company will file with the Commission on or about March 15, 2024 proxy materials (including without limitation seeking stockholder approval a proxy statement and form of proxy) for use at the authorization or reservation Stockholders Meeting and, after receiving and promptly responding to any comments of additional shares of Common Stock) the Commission thereon, shall as soon as reasonably practicable mail such proxy materials to the stockholders of the Company (but unless the Company elects to utilize the Commission’s Notice and Access for delivering proxy materials to stockholders). The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in no relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent or made available to the Company’s stockholders in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed or made available to the Company’s stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting that has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event later than relating to the tenth (10th) business day orCompany or the Subsidiary or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the event Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agents. The Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders Meeting, the Company shall call a meeting every three (3) months thereafter to seek stockholder approval until the date that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)obtained.

Reservation of Common Stock. (i) The Company shallCorporation has reserved and shall continue at all times to reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Corporation, on or before solely for issuance upon the Closing Date, authorize and reserve for issuanceconversion of shares of Series B Preferred Stock as provided in this Subdivision 14, free from any preemptive or other similar rights, a such number of shares of Common Stock (as shall from time to time be issuable upon the “Reserved Amount”) equal conversion of all the shares of Series B Preferred Stock then outstanding. The Corporation shall take all such corporate and other actions as from time to no less than one hundred and fifty percent (150%) of the maximum number of time may be necessary to ensure that all shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full shares of Series B Preferred Stock at the Conversion Price then Rate in effect from time to time will, upon issue, be duly and (B) exercise validly authorized and issued, fully paid and nonassessable and free of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation preemptive or restriction on such conversion or exercise that may be set forth in the Notes or the Warrantssimilar rights. In the event that, as a result For purposes of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwisethis Subdivision 14(p), the Reserved Amount is less than 125% of the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series B Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder. (ii) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Series B Preferred Stock, as herein provided, shares of Common Stock acquired by the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as (x) any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders) and (y) all such acquired shares have all the same attributes as any other share of Common Stock then outstanding, including without limitation any rights that may then be attached to all or substantially all of the Common Stock then outstanding pursuant to any stockholders’ rights plan or similar arrangement. (iii) All shares of Common Stock delivered upon conversion of the Series B Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holder(s)). (iv) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series B Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority. (v) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Corporation 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 the Common Stock issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Series B Preferred Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. (a) The Company shallMaker covenants that during the period the Note is outstanding, on or before the Closing Date, authorize it will reserve from its authorized and reserve for issuance, free from any preemptive rights, unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon (A) the conversion of this Note above the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on amount payable therefor upon such conversion or exercise that immediately prior to such increase in par value, (b) take all such action as may be set forth necessary or appropriate in order that the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of Maker may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. (c) Upon the request of Xxxxxx, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of all of the Notes and exercise of all of Notes, the Warrants then outstanding (without regard to Maker shall take any limitation or restriction on such conversion or exercise that corporate action which may be set forth necessary in order that the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional Maker may validly and legally issue fully paid and non-assessable shares of such Common StockStock at such adjusted Conversion Price. (e) as soon as practicable (but Before taking any action which would result in no event later than the tenth (10th) business day or, an adjustment in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such outstanding Notes are authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then convertible the Maker shall call and such outstanding Warrants are exercisable. The Company shall not reduce hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Common Stock.

Reservation of Common Stock. The Company shall(a) Following the receipt of the Shareholder Approval for conversion of outstanding shares of Series B Preferred Stock, on the Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock or before shares acquired by the Closing DateCorporation, authorize and reserve solely for issuanceissuance upon the conversion of such shares of Series B Preferred Stock as provided in this Certificate of Designations, free from any preemptive or other similar rights, a such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all such shares of Series B Preferred Stock then outstanding, assuming that the Applicable Conversion Price equaled the Conversion Price on the Effective Date. (b) Notwithstanding the “Reserved Amount”) equal foregoing, the Corporation shall be entitled to no less than one hundred and fifty percent (150%) deliver upon conversion of the maximum number shares of Series B Preferred Stock, as herein provided, shares of Common Stock issuable upon acquired by the Corporation (A) conversion in lieu of the outstanding Notes in full at the Conversion Price then in effect issuance of authorized and (B) exercise unissued shares of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwiseCommon Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Reserved Amount is less than 125% of the number of Holders). (c) All shares of Common Stock delivered upon conversion of the Series B Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders). (d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series B Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority, and if notwithstanding such efforts the shares of Common Stock cannot be delivered in compliance with such laws and regulations, then the Corporation shall not be required to so deliver until it can deliver in compliance with such laws and regulations. (e) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the NASDAQ Stock Market or any other national securities exchange or automated quotation system, the Corporation 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 the Common Stock issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)Series B Preferred Stock, the Company shall take action (including without limitation seeking stockholder approval and, for the authorization or reservation purpose of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day orsuch calculation, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company sufficient for the full conversion of all shares of Series B Preferred Stock shall not reduce the number of shares reserved be deemed to be authorized for issuance hereunder without obtaining under the written consent Articles of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation Incorporation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)date.

Reservation of Common Stock. (i) The Company shallCorporation has reserved and shall continue at all times to reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Corporation, on or before solely for issuance upon the Closing Date, authorize and reserve for issuanceconversion of shares of Series A Preferred Stock as provided in this Subdivision 3, free from any preemptive or other similar rights, a such number of shares of Common Stock (as shall from time to time be issuable upon the “Reserved Amount”) equal conversion of all the shares of Series A Preferred Stock then outstanding. The Corporation shall take all such corporate and other actions as from time to no less than one hundred and fifty percent (150%) of the maximum number of time may be necessary to ensure that all shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full shares of Series A Preferred Stock at the Conversion Price then Rate in effect from time to time will, upon issue, be duly and (B) exercise validly authorized and issued, fully paid and nonassessable and free of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation preemptive or restriction on such conversion or exercise that may be set forth in the Notes or the Warrantssimilar rights. In the event that, as a result For purposes of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwisethis Subdivision 3(p), the Reserved Amount is less than 125% of the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series A Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder. (ii) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Series A Preferred Stock, as herein provided, shares of Common Stock acquired by the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as (x) any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders) and (y) all such acquired shares have all the same attributes as any other share of Common Stock then outstanding, including without limitation any rights that may then be attached to all or substantially all of the Common Stock then outstanding pursuant to any stockholders’ rights plan or similar arrangement. (iii) All shares of Common Stock delivered upon conversion of the Series A Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holder(s)). (iv) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series A Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority. (v) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Corporation 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 the Common Stock issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Series A Preferred Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Warrants, and the transfer agent for the shares of Common Stock and every subsequent transfer agent for any shares of the Company's Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full rights of purchase aforesaid are irrevocably authorized and directed at the Conversion Price then in effect all times to reserve such number of authorized and (B) unissued shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the outstanding Warrants in full shall be, at the Exercise Price time of delivery of the certificates of such shares, validly issued and outstanding, fully paid and non- assessable and listed on any national securities exchange upon which the other shares of Common Stock are then in effectlisted. So long as any unexpired Warrants remain outstanding, in the Company will file such post-effective amendments to the registration statement (Form SB-2, Registration No. 333- ) (the "Registration Statement") filed pursuant to the Act with respect to the Warrants (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Warrant, a prospectus meeting the requirements of Section 10(a)(3) of the Act and otherwise complying therewith, and will deliver such a prospectus to each such case without regard person. To the extent that during any period it is not reasonably likely that the Warrants will be exercised, due to market price or otherwise, the Company need not file such a post-effective amendment during such period. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock and with every subsequent transfer agent for any limitation or restriction on such conversion or shares of the Company's Common Stock issuable upon the exercise that may be set forth in of the Notes or rights of purchase represented by the Warrants. In The Warrant Agent is irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed stock certificates for that purpose. All Warrants surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Company, and such cancelled Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the date of expiration of the Notes and exercise Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in and thereafter no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder Warrants which shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)have expired.

Reservation of Common Stock. The 2.5.1. So long as the New Note remains outstanding, the Company shall, on or before the Closing Date, authorize and shall reserve for issuance, free from any preemptive rights, a number of 15,000,000 shares of Common Stock (the “Reserved Required Reserve Amount”) equal to no less than one hundred be issued to the Investor in accordance with the terms hereof. 2.5.2. If, notwithstanding Section 2.5.1, and fifty percent (150%) of not in limitation thereof, at any time while the maximum New Note remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock issuable upon (A) conversion of to satisfy its obligation to reserve the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment Required Reserve Amount for issuance pursuant to the Conversion Price terms of the Notes or the Exercise Price for the Warrants this Agreement (pursuant to anti-dilution adjustments or otherwisean “Authorized Share Failure”), then the Reserved Amount is less than 125% of Company shall as soon as practicable take all action necessary to increase the number of Company’s authorized shares of Common Stock then issuable upon conversion of all or effectuate a reverse split of the Notes and exercise of all Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount. Without limiting the generality of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day oroccurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. In the event that stockholder approval the Company is required, prohibited from issuing shares of Common Stock pursuant to the sixtieth (60th) day following such date) terms of this Agreement due to increase the Reserved Amount failure by the Company to no less than 150% have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock into which Stock, the “Authorized Failure Shares”), in lieu of delivering such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Authorized Failure Shares to the Investor, the Company shall not reduce pay to the Investor, in cash, an amount equal to the sum of (i) the product of (x) such number of shares reserved for issuance hereunder without obtaining Authorized Failure Shares and (y) the written consent of the holders of two-thirds greatest Closing Sale Price (2/3as defined below) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among Common Stock on any Trading Day during the Purchasers based period commencing on the principal amount date the Investor delivers the applicable Issuance Notice (as defined below) with respect to such Authorized Failure Shares to the Company and ending on the date of such issuance and payment under this Section 2.5.2; and (ii) to the extent the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Notes issued to each Purchaser at the Closing. Each increase Investor incurred in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)connection therewith.

Reservation of Common Stock. The As of the date of the effectiveness of the Registration Statement, the Company shall, on or before shall have available and the Closing Date, authorize Company shall reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a number shares of Common Stock for the purpose of enabling the Company to satisfy any obligation to issue the Put Shares for the Minimum Commitment Amount and the Blackout Shares, if any; such amount of shares of Common Stock (shall be based upon the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) then applicable Market Price as if a Put Date occurred twelve Trading Days before the last Trading Day of the maximum most recent fiscal quarter of the Company for the Put Shares and a good faith estimate by the Company in consultation with Investor of the number of Blackout Shares, if any, that will need to be issued. If at any time the Company is obligated to deliver Blackout Shares to Investor under Section 2.6 and the Company does not have a sufficient number of authorized by unissued and reserved shares to deliver the requisite number of Common Stock issuable upon (A) conversion Blackout Shares, the Company shall deliver to Investor such number of Blackout Shares that the outstanding Notes in full at the Conversion Price then in effect Company has authorized by unissued and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrantsunreserved. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise)either case, the Reserved Amount is less than 125% of Company shall, at its expense, promptly seek and use its best efforts to obtain stockholder approval as required under the Delaware General Corporation Law to increase the number of shares of Common Stock then issuable upon conversion of it is authorized to issue, in order to meet all of the Notes its obligations to issue Put Shares and exercise of all of the Warrants then outstanding Blackout Shares (without regard to any limitation or restriction on if any) under this Agreement such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval have reserved for issuance under this Agreement at least 125% of the authorization or reservation shares required for issuance under the Minimum Commitment Amount, based upon the then applicable Market Price as if a Put Date had occurred within five days prior to the day of additional the proxy statement prepared by the Company in connection with such authorization, less the number of Put Shares that may have been issued under this Agreement. In no circumstances shall the Company issue a Put Notice requiring Investor to purchase more shares of Common Stock) as soon as practicable (but in no event later Stock than the tenth (10th) business day or, in Company has authority to issue based upon the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the then number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisableor reserved for issuance. The Company shall not reduce number of shares so reserved from time to time, as theretofore increased or reduced as hereinafter provided, may be reduced by the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)actually delivered hereunder.

Reservation of Common Stock. (a) The Company shallshall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents. (b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 100% of (i) the Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to the Transaction Documents, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or before articles of incorporation to increase the Closing Datenumber of authorized but unissued shares of Common Stock to at least the Required Minimum at such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction Documents), as soon as possible and in any event not later than the 75th day after such date, provided that the Company will not be required at any time to authorize and reserve for issuance, free from any preemptive rights, a number of shares of Common Stock (the “Reserved Amount”) equal to no less greater than one hundred and fifty percent (150%) of the maximum remaining number of shares of Common Stock issuable upon that could possibly be issued after such time pursuant to the Transaction Documents. (Ac) conversion of the outstanding Notes in full at the Conversion Price then in effect and The Company shall, if applicable: (Bi) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or time and manner required by the Warrants. In the event thatprincipal Trading Market, as prepare and file with such Trading Market an additional shares listing application covering a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion at least equal to the Required Minimum on the date of such application, (ii) take all of the Notes and exercise of all of the Warrants then outstanding (without regard steps necessary to any limitation or restriction on cause such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which to be approved for listing or quotation on such outstanding Notes are then convertible 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 such outstanding Warrants are exercisableCommon Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market. The Company shall not reduce agrees to maintain the number of shares reserved for issuance hereunder without obtaining the written consent eligibility of the holders Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated fees to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of Depository Trust Company or such increase are convertible or exercisable (without regard to any limitation on other established clearing corporation in connection with such conversion or exercise)electronic transfer.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock (for each Purchaser for the “Reserved Amount”) equal purpose of enabling the Company to no less than one hundred and fifty percent (150%) issue the Underlying Shares pursuant to the conversion of the maximum Notes (or Preferred Shares upon consummation of the Note Exchange) and upon exercise of the Warrants (such amount being the "Required Minimum"). If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an "Authorized Share Failure"), then the Board of Directors shall use commercially reasonable efforts to amend the Company's certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).Schedule 14C.

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize have authorized and reserve reserved for issuance, free from any preemptive rights, a number of shares of Common Stock (the “Reserved Amount”) equal to no that, on the Closing Date, is not less than one hundred and fifty twenty five percent (150125%) of the maximum number of shares of Common Stock issuable upon (A) upon conversion of all of the outstanding Notes in full Initial Preferred Shares at the Conversion Price then in effect and effect, (B) upon exercise in full of the outstanding Warrants in full at the Exercise Price then in effectWarrants, in each such case without regard to any limitation or restriction on such conversion or exercise that may otherwise be set forth in the Notes Certificate of Designation or the Warrants. In , and (C) as Dividends (as defined in the event that, as a result Certificate of an adjustment to Designation) accruing on the Conversion Price Initial Preferred Shares through the second anniversary of the Notes or Issue Date (as defined in the Exercise Price Certificate of Designation). The Company shall, on the Exchange Date, have authorized and reserved for the Warrants (pursuant to anti-dilution adjustments or otherwise)issuance, the Reserved Amount is less than 125% of the free from any preemptive rights, a number of shares of Common Stock then that, on the Exchange Date (after giving effect to the Exchange), is not less than one hundred twenty five percent (125%) of the maximum number of shares of Common Stock issuable (A) upon conversion of all of the Notes and Preferred Shares at the Conversion Price then in effect, (B) upon exercise of all in full of the Warrants then outstanding (Warrants, in each case without regard to any limitation or restriction on such conversion or exercise that may otherwise be set forth in the Notes Certificate of Designation or the Warrants), and (C) as Dividends (as defined in the Certificate of Designation) accruing on the Preferred Shares through the second anniversary of the Issue Date (as defined in the Certificate of Designation) for such Preferred Shares. If, on any date following the Closing Date, the Reserved Amount is insufficient (whether as a result of an anti-dilution adjustment, or otherwise) at any time to cover one hundred ten percent (110%) of the Issuable Amount, the Company shall take action use its best efforts (including without limitation seeking stockholder approval for the authorization or reservation holding a meeting of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such dateits shareholders) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds cover one hundred twenty five percent (2/3125%) of the Registrable Securities. The initial Reserved Amount shall Issuable Amount, such increase to be allocated pro rata among effective not later than the Purchasers based on thirtieth (30th) day (or seventy-fifth (75th) day, in the principal amount of the Notes issued to each Purchaser at the Closingevent shareholder approval is required for such increase) following such date. Each increase in the Reserved Amount shall be allocated pro rata among the Holders Investors based on the amount of Registrable Securities into which all of the Notes Preferred Shares and Warrants held by such Holder Investor at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). While any Preferred Shares or Warrants are outstanding, the Company shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor. In the event that a Holder an Investor shall sell or otherwise transfer any portion of such HolderInvestor’s NotesPreferred Shares or Warrants, each transferee shall be allocated a pro rata portion of such transferor’s the Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. The 2.4.1 So long as the New Note remains outstanding, the Company shall, on or before the Closing Date, authorize and shall reserve for issuance, free from any preemptive rights, a number of seven (7) million shares of Common Stock (the “Reserved Required Reserve Amount”) equal to no less than one hundred be issued to the Investor in accordance with the terms set forth in the New Note. 2.4.2 If, notwithstanding Section 2.4.1, and fifty percent (150%) of not in limitation thereof, at any time while the maximum New Note remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock issuable upon (A) conversion to satisfy its obligation to reserve 7 million shares of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment its Common Stock for issuance pursuant to the Conversion Price terms of the Notes or the Exercise Price for the Warrants this Agreement, (pursuant to anti-dilution adjustments or otherwisean “Authorized Share Failure”), then the Reserved Amount is less than 125% of Company shall as practicable as possible take all action necessary to increase the number of Company’s authorized shares of Common Stock then issuable upon conversion of all or effectuate a reverse split of the Notes and exercise of all Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount. Without limiting the generality of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the tenth (10th) business day oroccurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. In the event that stockholder approval the Company is required, prohibited from issuing shares of Common Stock pursuant to the sixtieth (60th) day following such date) terms of this Agreement due to increase the Reserved Amount failure by the Company to no less than 150% have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock into which Stock, the “Authorized Failure Shares”), in lieu of delivering such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Authorized Failure Shares to the Investor, the Company shall not reduce pay to the Investor, in cash, an amount equal to the sum of (i) the product of (x) such number of shares reserved for issuance hereunder without obtaining Authorized Failure Shares and (y) the written consent greatest Closing Sale Price of the holders Common Stock on any Trading Day during the period commencing on the date the Investor delivers the applicable Issuance Notice with respect to such Authorized Failure Shares to the Company and ending on the date of twosuch issuance and payment under this Section 2.4.2; and (ii) to the extent the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, any brokerage commissions and other out-thirds (2/3) of-pocket expenses, if any, of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase Investor incurred in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)connection therewith.

Reservation of Common Stock. (a) The Company shallMaker covenants that during the period the Note is outstanding, on or before the Closing Date, authorize it will reserve from its authorized and reserve for issuance, free from any preemptive rights, unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon (A) the conversion of this Note above the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on amount payable therefor upon such conversion or exercise that immediately prior to such increase in par value, (b) take all such action as may be set forth necessary or appropriate in order that the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to antiMaker may validly and legally issue fully paid and non-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of assessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. (c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of all of the Notes and exercise of all of Notes, the Warrants then outstanding (without regard to Maker shall take any limitation or restriction on such conversion or exercise that corporate action which may be set forth necessary in order that the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional Maker may validly and legally issue fully paid and non-assessable shares of such Common StockStock at such adjusted Conversion Price. (e) as soon as practicable (but Before taking any action which would result in no event later than the tenth (10th) business day or, an adjustment in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such outstanding Notes are authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then convertible the Maker shall call and such outstanding Warrants are exercisable. The Company shall not reduce hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Common Stock.

Reservation of Common Stock. The Subject to receipt of Stockholder Approval as to the Second Closing only, as of the date hereof, the Company shall, on or before has reserved and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock (for the “Reserved Amount”) equal purpose of enabling the Company to no less than one hundred issue Shares pursuant to this Agreement and fifty percent (150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) Warrant Shares pursuant to any exercise of the outstanding Warrants Warrants. The Company shall hold a special meeting of shareholders (which may also be the annual meeting of shareholders) within 90 calendar days of the First Closing Date for the purpose of obtaining Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in full 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 proposal. If the Company does not obtain Stockholder Approval at the Exercise Price then in effect, in each first such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)meeting, the Company shall take action (including without limitation seeking stockholder approval for call a meeting every four months thereafter to seek Stockholder Approval until the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% earlier of the date Stockholder Approval is obtained or the Warrants are no longer outstanding. Further, if the Company has not received Stockholder Approval at any time after the First Closing Date, then, upon the occurrence of any Change of Control Transaction, each Purchaser shall have the right to purchase at the same Per Share Purchase Price, and the Company shall issue, scrip representing the Shares that would have been issuable at the Second Closing had such Shares been authorized, and such scrip shall have the same rights to receive the consideration that would have been receivable by a holder of an equal number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent Shares upon consummation of the holders Change of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Control Transaction.

Reservation of Common Stock. (a) The Company shallshall at all times reserve and keep available out of its authorized and unissued Class A Common Stock or shares of Class A Common Stock acquired by the Company and not retired, on or before solely for issuance upon the Closing Dateconversion of shares of Series A-1 Preferred Stock as provided in this Certificate of Designations, authorize and reserve for issuance, free from any preemptive rights, a such number of shares of Class A Common Stock (as shall from time to time be issuable upon the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) conversion of all the maximum number of shares of Common Series A-1 Preferred Stock issuable upon (A) conversion of the then outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of plus the number of shares of Series A-1 Preferred Stock into which outstanding shares of Series A-2 Preferred Stock would then be convertible (assuming for the purpose of this calculation that the Requisite Stockholder Approval has been obtained, whether or not it actually has been obtained). The Company shall take all such corporate and other actions as from time to time may be necessary to ensure that all shares of Class A Common Stock then issuable upon conversion of shares of Series A-1 Preferred Stock will, upon issue, be duly and validly authorized and issued, fully paid and nonassessable. For purposes of this Section 13, the number of shares of Class A Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series A-1 Preferred Stock (and the number of shares of Series A-1 Preferred Stock issuable upon conversion of all outstanding shares of Series A-2 Preferred Stock) shall be computed as if at the Notes and exercise time of computation all of such outstanding shares were held by a single Holder. (b) Notwithstanding the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) be entitled to increase the Reserved Amount to no less than 150% of the number deliver upon conversion of shares of Series A-1 Preferred Stock, as herein provided, shares of Class A Common Stock into which such outstanding Notes are then convertible acquired and such outstanding Warrants are exercisable. The not retired by the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent (in lieu of the holders issuance of two-thirds authorized and unissued shares of Class A Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (2/3other than liens, charges, security interests and other encumbrances created by the Holders). (c) All shares of Class A Common Stock delivered upon conversion of the Registrable Securities. The initial Reserved Amount Series A-1 Preferred Stock shall be allocated pro rata among duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exerciseHolders).

Reservation of Common Stock. (a) The Company shallshall at all times reserve and keep available out of its authorized and unissued Common Stock or shares held in the treasury of the Company, on solely for issuance upon the conversion, or before the Closing Datein payment of accrued and unpaid dividends upon redemption pursuant to Section 8(a), authorize and reserve for issuanceof shares of Redeemable Convertible Preferred Stock as herein provided, free from any preemptive or other similar rights, a such number of shares of Common Stock (as shall from time to time be issuable upon the “Reserved Amount”) equal conversion, or in payment of accrued and unpaid dividends upon redemption pursuant to no less than one hundred and fifty percent (150%) Section 8(a), of all the maximum number shares of Redeemable Convertible Preferred Stock then outstanding, or potentially issuable as dividends through the Mandatory Redemption Date, assuming the Company is not eligible to pay dividends pursuant to Section 3A in cash or shares of Common Stock issuable upon (A) conversion Stock. For purposes of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwisethis Section 11(a), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable that shall be deliverable upon conversion the conversion, or in payment of accrued and unpaid dividends upon redemption pursuant to Section 8(a), of all outstanding or potentially issuable shares of Redeemable Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder. The Company shall at all times reserve and keep available out of its authorized and unissued shares of Redeemable Convertible Preferred Stock or shares held in the treasury of the Notes and exercise Company, solely for issuance as dividends on shares of all Redeemable Convertible Preferred Stock as herein provided, free from any preemptive or other similar rights, such number of shares of Redeemable Convertible Preferred Stock that are potentially issuable as dividends through the Warrants then outstanding Mandatory Redemption Date, assuming the Company is not eligible to pay dividends pursuant to Section 3A in cash or shares of Common Stock. (without regard to any limitation or restriction on such conversion or exercise that may be set forth in b) Notwithstanding the Notes or the Warrantsforegoing Section 11(a), the Company shall take action be entitled to deliver upon conversion, or in payment of accrued and unpaid dividends upon redemption pursuant to Section 8(a), of shares of Redeemable Convertible Preferred Stock or issued in payment of dividends on the Redeemable Convertible Preferred Stock, as herein provided, shares of Common Stock reacquired and held in the treasury of the Company (including without limitation seeking stockholder approval for in lieu of the authorization or reservation issuance of additional authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all Liens (other than Liens created by the Holders). (c) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of All shares of Common Stock into which delivered in payment of dividends on, or upon conversion, or in payment of accrued and unpaid dividends upon redemption pursuant to Section 8(a), of, the Redeemable Convertible Preferred Stock and all shares of Redeemable Convertible Preferred Stock delivered as payment of dividends shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (other than Liens created by the Holders). (d) Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion, or in payment of accrued and unpaid dividends upon redemption pursuant to Section 8(a), of the Redeemable Convertible Preferred Stock or as payment of dividends, the Company shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder regarding the registration of such outstanding Notes are then convertible and such outstanding Warrants are exercisable. securities with, or any approval of or consent to the delivery thereof by, any governmental authority. (e) The Company hereby covenants and agrees that, if at any time the Common Stock shall not reduce be listed on the number American Stock Exchange or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of shares reserved for issuance hereunder without obtaining such exchange or automated quotation system, list and keep listed, so long as the written consent Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion, or in payment of accrued and unpaid dividends upon redemption pursuant to Section 8(a), of the holders Redeemable Convertible Preferred Stock or issued in payment of two-thirds (2/3) dividends on the Redeemable Convertible Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system permit the Company to defer the listing of such Common Stock until the first conversion of Redeemable Convertible Preferred Stock into Common Stock or first issuance of Common Stock in payment of dividends on the Redeemable Convertible Preferred Stock in accordance with the provisions hereof, the Company covenants to list such Common Stock issuable upon conversion of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based Redeemable Convertible Preferred Stock or issued in payment of dividends on the principal amount of Redeemable Convertible Preferred Stock in accordance with the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time requirements of such increase are convertible exchange or exercisable (without regard to any limitation on automated quotation system at such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)time.

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Warrants, and the transfer agent for the shares of Common Stock and every subsequent transfer agent for any shares of the Company's Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full rights of purchase aforesaid are irrevocably authorized and directed at the Conversion Price then in effect all times to reserve such number of authorized and (B) unissued shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the outstanding Warrants in full shall be, at the Exercise Price time of delivery of the certificates of such shares, validly issued and outstanding, fully paid and nonassessable and listed on any national securities exchange upon which the other shares of Common Stock are then in effectlisted. So long as any unexpired Warrants remain outstanding, in the Company will file such post-effective amendments to the registration statement (Form SB-2, Registration No. 333-________) (the "Registration Statement") filed pursuant to the Act with respect to the Warrants (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Warrant, a prospectus meeting the requirements of Section 10(a)(3) of the Act and otherwise complying therewith, and will deliver such a prospectus to each such case without regard person. To the extent that during any period it is not reasonably likely that the Warrants will be exercised, due to market price or otherwise, the Company need not file such a post-effective amendment during such period. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock and with every subsequent transfer agent for any limitation or restriction on such conversion or shares of the Company's Common Stock issuable upon the exercise that may be set forth in of the Notes or rights of purchase represented by the Warrants. In The Warrant Agent is irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed stock certificates for that purpose. All Warrants surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Company, and such cancelled Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the date of expiration of the Notes and exercise Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in and thereafter no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder Warrants which shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)have expired.

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize shall at all times have --------------------------- authorized and reserve reserved for issuance, free from any preemptive rights, a solely for the purpose of effecting conversions of the Preferred Shares and exercise of the Warrant, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Preferred Shares and exercise of the Warrant (the “"Reserved -------- Amount”) "). As of the Closing Date, the Reserved Amount shall be equal to no less ------ than one hundred and fifty percent (150%) 200% of the maximum number of shares of Common Stock issuable upon (A) conversion of all of the outstanding Notes in full Preferred Shares at the Market Conversion Price (as defined in the Certificate of Designation) then in effect and (B) exercise of the outstanding Warrants Warrant in full at the Exercise Price then in effectPrice. If, in each such case without regard to on any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as date (a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise"Reserved Amount Trigger Date"), the ---------------------------- Reserved Amount is less than 125150% of the number of shares of Common Stock then issuable upon conversion of all of the Notes Preferred Shares then outstanding and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth Warrant in the Notes or the Warrants)full, the Company shall take action (including without limitation seeking soliciting stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150200% of the number of shares of Common Stock into which all of the Preferred Shares then outstanding and the Warrant are convertible or exercisable, as the case may be, such outstanding Notes are then convertible and increase to be effected as soon as practicable but no later than the fifth (5th) Business Day following the related Reserved Amount Trigger Date (or, in the event that stockholder approval is required for the authorization or reservation of additional shares of Common Stock, the Company shall use its best efforts to obtain such outstanding Warrants are exercisableapproval by the sixtieth (60th) day, but shall obtain it in no event later than the ninetieth (90th) day, following such related Reserved Amount Trigger Date). The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable SecuritiesPreferred Shares then outstanding. The initial Reserved Amount Any calculation hereunder of the number of shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrant shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (made without regard to any restriction or limitation on such conversion or exercise). In exercise that may be contained herein or in the event that a Holder shall sell or otherwise transfer Certificate of Designation, including without limitation any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion restriction on the use of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to Market Conversion Price during the remaining Holders pro rata based on ninety day period following the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Closing Date.

Reservation of Common Stock. The Company shallFor as long as any Notes remain outstanding, on or before the Closing Date, authorize (a) Issuer shall at all times reserve and reserve for issuancekeep available, free from any preemptive rights, a out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury by Issuer, for the purpose of effecting the conversion of the Notes, the full number of shares of Common Stock deliverable upon the conversion of all Notes then outstanding (after taking into account any adjustments to the “Reserved Amount”) equal Conversion Price from time to no less than one hundred time pursuant to the terms of this Article VII and fifty percent (150%) any increases to the aggregate Conversion Amounts of all outstanding Notes from time to time). All shares of Common Stock issued upon conversion of the maximum number Notes shall represent newly issued shares or shares held in treasury by Issuer, shall have been duly authorized and validly issued and shall be fully paid and nonassessable, and shall be free from preemptive rights and free of any lien or adverse claim and shall rank pari passu in all respects with other Common Stock and (b) without prejudice to any other remedy at law or in equity any Noteholder may have as a result of a default, take all actions reasonably required to amend its Certificate of Incorporation, as expeditiously as reasonably practicable, to increase the authorized and available amount of Common Stock if at any time such amendment is necessary in order for Issuer to be able to satisfy its obligations under Article VII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effecta Note or portion thereof, in each such case without regard to Issuer shall take any limitation or restriction on such conversion or exercise that corporate action which may be set forth necessary in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of order that Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock then issuable upon the conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and at such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)adjusted Conversion Price.

Reservation of Common Stock. The 2.5.1 So long as the New Note remains outstanding, the Company shall, on or before the Closing Date, authorize and shall reserve for issuance, free from any preemptive rights, a number of five (5) million shares of Common Stock (the “Reserved Required Reserve Amount”) equal to no less than one hundred be issued to the Investor in accordance with the terms set forth in the New Note. 2.5.2 If, notwithstanding Section 2.5.1, and fifty percent (150%) of not in limitation thereof, at any time while the maximum New Note remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock issuable upon (A) conversion to satisfy its obligation to reserve 5 million shares of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment its Common Stock for issuance pursuant to the Conversion Price terms of the Notes or the Exercise Price for the Warrants this Agreement, (pursuant to anti-dilution adjustments or otherwisean “Authorized Share Failure”), then the Reserved Amount is less than 125% of Company shall as practicable as possible take all action necessary to increase the number of Company’s authorized shares of Common Stock then issuable upon conversion of all or effectuate a reverse split of the Notes and exercise of all Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount. Without limiting the generality of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the tenth (10th) business day oroccurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. In the event that stockholder approval the Company is required, prohibited from issuing shares of Common Stock pursuant to the sixtieth (60th) day following such date) terms of this Agreement due to increase the Reserved Amount failure by the Company to no less than 150% have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock into which Stock, the “Authorized Failure Shares”), in lieu of delivering such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Authorized Failure Shares to the Investor, the Company shall not reduce pay to the Investor, in cash, an amount equal to the sum of (i) the product of (x) such number of shares reserved for issuance hereunder without obtaining Authorized Failure Shares and (y) the written consent greatest Closing Sale Price of the holders Common Stock on any Trading Day during the period commencing on the date the Investor delivers the applicable Issuance Notice with respect to such Authorized Failure Shares to the Company and ending on the date of twosuch issuance and payment under this Section 2.5.2; and (ii) to the extent the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, any brokerage commissions and other out-thirds (2/3) of-pocket expenses, if any, of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase Investor incurred in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)connection therewith.

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants then outstanding, and the transfer agent for the Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) every subsequent transfer agent for any shares of the maximum Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares as shall be requisite for such purpose. Prior to the issuance of any shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants, the Company shall secure the listing of such shares on any and all national securities exchanges upon which any of the other shares of the Common Stock are then listed. So long as any unexpired Warrants in full at remain outstanding, the Exercise Price then in effectCompany will file such post-effective amendments to the registration statement or supplements to the prospectus filed pursuant to the Securities Act of 1933, in each as amended (the "Act"), with respect to the Warrants (or such case without regard to any limitation other registration statements or restriction on such conversion post-effective amendments or exercise that supplements) as may be set forth necessary to permit trading in the Notes or Warrants and to permit the Company to deliver to each person exercising a Warrant a prospectus meeting the requirements of Section 10(a)(3) of the Act, and otherwise complying therewith; and the Company will, from time to time, furnish the Warrant Agent with such prospectuses in sufficient quantity to permit the Warrant Agent to deliver such a prospectus to each holder of a Warrant upon the exercise thereof. The Company will keep a copy of this Agreement on file with the transfer agent for the Common Stock and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. In The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash as provided in Section 10 of this Agreement. All Warrant certificates surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be canceled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise)Company, the Reserved Amount is less than 125% and such canceled Warrant certificates shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the expiration date of the Notes Warrants, the Warrant Agent shall certify to the Company the aggregate number of such Warrants which expired unexercised, and exercise of all after the expiration date of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Warrants.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Units pursuant to this Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).Schedule 14C.

Reservation of Common Stock. The Company shall, on or before shall at all times following the Closing Date, authorize have authorized and reserve reserved for issuance, free from any preemptive rights, a number solely for the purpose of shares effecting exercise of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of Warrants, the maximum number of shares Warrant Shares issuable pursuant to the Warrants taken as a whole (without regard to any restriction or limitation on such exercise) (the "Reserved Amount"), such number to be adjusted in the event of Common Stock issuable upon (A) conversion a stock split, stock dividend or similar event. The Reserved Amount as of the outstanding Notes Closing Date shall be allocated to each Purchaser in full at the Conversion Price then same ratio as the number of Shares purchased by such Purchaser hereunder bears to the aggregate number of Shares purchased by all of the Purchasers hereunder (the ratio applicable to a Purchaser being referred to herein as such Purchaser's "Allocable Portion"); and any increase to the Reserved Amount as a result of a stock split, stock dividend or similar event shall be allocated to each Purchaser in effect and (B) the same proportion as the number of Warrant Shares issuable to such Purchaser upon exercise of the outstanding Warrants in full held by such Purchaser at the Exercise Price then in effect, time of such increase bears to the aggregate number of Warrant Shares issuable to all of the Purchasers upon exercise of the Warrants held by such Purchasers at the time of such increase (in each such case without regard to any restriction or limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwiseexercise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among Shares and Warrant Shares then outstanding (assuming for such purpose that the Purchasers based on Warrants have been exercised into the principal amount maximum number of Warrant Shares issuable pursuant to the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable taken as a whole (without regard to any restriction or limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Warrants, and the transfer agent for the shares of Common Stock and every subsequent transfer agent for any shares of the Company's Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full rights of purchase aforesaid are irrevocably authorized and directed at the Conversion Price then in effect all times to reserve such number of authorized and (B) unissued shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the outstanding Warrants in full shall be, at the Exercise Price time of delivery of the certificates of such shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other shares of Common Stock are then in effectlisted. So long as any unexpired Warrants remain outstanding, in the Company will file such post-effective amendments to the registration statement (Form SB-2, Registration No. 333-17681) (the "Registration Statement") filed pursuant to the Act with respect to the Warrants (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Warrant, a prospectus meeting the requirements of Section 10(a)(3) of the Act and otherwise complying therewith, and will deliver such a prospectus to each such case without regard person. To the extent that during any period it is not reasonably likely that the Warrants will be exercised, due to market price or otherwise, the Company need not file such a post-effective amendment during such period. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock and with every subsequent transfer agent for any limitation or restriction on such conversion or shares of the Company's Common Stock issuable upon the exercise that may be set forth in of the Notes or rights of purchase represented by the Warrants. In The Warrant Agent is irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed stock certificates for that purpose. All Warrants surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Company, and such cancelled Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the date of expiration of the Notes and exercise Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in and thereafter no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder Warrants which shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)have expired.

Reservation of Common Stock. The Company shallhereby represents, on or before warrants and covenants that there have been reserved, and the Closing DateCompany shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, authorize out of the authorized and reserve unissued shares of Common Stock, sufficient shares to provide for issuancethe exercise of the rights of purchase represented by this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing share certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, free from any preemptive rightsat the time of delivery of the certificates for such Warrant Shares, a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number of shares of Common Stock issuable upon (A) conversion Company free from all taxes, liens and charges created by the Company in respect of the outstanding Notes issue thereof (other than taxes in full at the Conversion Price then in effect respect of any transfer occurring contemporaneously with such issue). Except and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of extent as waived or consented to by the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)Warrantholder, the Company shall take action (including not by any action, including, without limitation seeking stockholder approval for limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the authorization observance or reservation performance of additional shares any of Common Stock) as soon as practicable (the terms of this Warrant, but will at all times in no event later than the tenth (10th) business day or, good faith assist in the event that stockholder approval is requiredcarrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Warrantholders as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the sixtieth Company will (60tha) day following such date) to not increase the Reserved Amount par value of any Warrant Share above the amount payable therefor upon such exercise immediately prior to no less than 150% such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of shares of Common Stock into Warrant Shares for which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The this Warrant is exercisable or in the Exercise Price, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible necessary from any public regulatory body or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)bodies having jurisdiction thereof.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Conversion Shares issuable upon complete conversion of the Shares issued pursuant to this Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all Schedule 14C. Calculations hereunder as of the Notes date of this Agreement shall assume a Share Purchase Price of not more than $2.55, and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion as of the Reserved Amount which remains allocated Closing Date, the actual Share Purchase Price. Calculations hereunder with reference to any person or entity which does not hold any Notes shall Warrant Shares will be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all made assuming exercise of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)a cash basis.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock (for the “Reserved Amount”) equal purpose of enabling the Company to issue the Shares pursuant to this Agreement, Pre-Funded Warrant Shares pursuant to any exercise of the Pre-Funded Warrants and Warrant Shares pursuant to any exercise of the Warrants. For avoidance of doubt, so long as any portion of any of the Warrants or Pre-Funded Warrants remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than one hundred and fifty percent (150%) 100% of the sum of the maximum number of shares of Common Stock Warrant Shares or Pre-Funded Warrant Shares issuable upon (A) conversion exercise in full of the outstanding Notes in full at the Conversion Price then in effect and Warrants or Pre-Funded Warrants (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation limitations on the exercise of the Warrants or restriction on such conversion or exercise that may be Pre-Funded Warrants set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants therein) (pursuant to anti-dilution adjustments or otherwise)collectively, the Reserved Amount is less than 125% of “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock then issuable upon conversion of all reserved pursuant to this Section 4.9 be reduced other than proportionally in connection with any exercise of the Notes and exercise of all of the Warrants then outstanding (without regard to Warrants. If at any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of time the number of shares of Common Stock into which authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such outstanding Notes are then convertible authorized number of shares, and such outstanding Warrants are exercisable. The voting the management shares of the Company shall not reduce in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares reserved for issuance hereunder without obtaining is sufficient to meet the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Required Reserve Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. (a) The Company shallMaker covenants that during the period the Note is outstanding, on or before the Closing Date, authorize it will reserve from its authorized and reserve for issuance, free from any preemptive rights, unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon (A) the conversion of this Note above the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on amount payable therefor upon such conversion or exercise that immediately prior to such increase in par value, (b) take all such action as may be set forth necessary or appropriate in order that the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of Maker may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. (c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of all of the Notes and exercise of all of Notes, the Warrants then outstanding (without regard to Maker shall take any limitation or restriction on such conversion or exercise that corporate action which may be set forth necessary in order that the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional Maker may validly and legally issue fully paid and non-assessable shares of such Common StockStock at such adjusted Conversion Price. (e) as soon as practicable (but Before taking any action which would result in no event later than the tenth (10th) business day or, an adjustment in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such outstanding Notes are authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then convertible the Maker shall call and such outstanding Warrants are exercisable. The Company shall not reduce hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Common Stock.

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize shall at all times have authorized and reserve reserved for issuance, free from any preemptive rights, a solely for the purpose of effecting conversions of the Preferred Shares and exercise of the Warrants, such number of its shares of Common Stock (as shall from time to time be sufficient to effect the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes Preferred Shares and exercise of all of the Warrants then outstanding (the "Reserved Amount"). As of the Closing Date, the Reserved Amount shall be equal to no less than 5,175,000 (subject to equitable adjustment for each of the events specified in Section 6 of the Certificate of Designation) shares of Common Stock. The Reserved Amount as of the Closing Date shall be allocated to each Purchaser in the same proportion as the number of Preferred Shares purchased by such Purchaser hereunder bears to the aggregate number of Preferred Shares purchased by all of the Purchasers hereunder; and any increase to the Reserved Amount shall be allocated to each Purchaser in the same proportion as the number of Conversion Shares and Warrant Shares issuable to such Purchaser upon conversion of the Preferred Shares and exercise of the Warrants held by such Purchaser at the time of such increase (assuming for such purpose that such conversion or exercise were to occur as of the time of such increase and without regard to any restriction or limitation or restriction on such conversion or exercise that may be set forth in exercise) bears to the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation aggregate number of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) Conversion Shares and Warrant Shares issuable to increase the Reserved Amount to no less than 150% all of the number Purchasers upon conversion of shares the Preferred Shares and exercise of Common Stock into which the Warrants held by such outstanding Notes are then convertible Purchasers at the time of such increase (assuming for such purpose that such conversion or exercise were to occur as of the time of such increase and without regard to any restriction or limitation on such outstanding Warrants are exercisableconversion or exercise). The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of each of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Preferred Shares then outstanding.

Reservation of Common Stock. a. The Company shallMaker covenants that during the period the Note is outstanding, on or before the Closing Date, authorize it will reserve from its authorized and reserve for issuance, free from any preemptive rights, unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted). b. The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon (A) the conversion of this Note above the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on amount payable therefor upon such conversion or exercise that immediately prior to such increase in par value, (b) take all such action as may be set forth necessary or appropriate in order that the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to antiMaker may validly and legally issue fully paid and non-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of assessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. c. Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. d. Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of all of the Notes and exercise of all of Notes, the Warrants then outstanding (without regard to Maker shall take any limitation or restriction on such conversion or exercise that corporate action which may be set forth necessary in order that the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock) as soon as practicable (but Stock at such adjusted Conversion Price. e. Before taking any action which would result in no event later than the tenth (10th) business day or, an adjustment in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such outstanding Notes are authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. f. If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then convertible the Maker shall call and such outstanding Warrants are exercisable. The Company shall not reduce hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Common Stock.

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the New Warrants then outstanding, and the transfer agent for the Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) every subsequent transfer agent for any shares of the maximum Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares as shall be requisite for such purpose. Prior to the issuance of any shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding New Warrants, the Company shall secure the listing of such shares on any and all national securities exchanges upon which any of the other shares of the Common Stock are then listed. So long as any unexpired New Warrants in full at remain outstanding, the Exercise Price then in effectCompany will file such post-effective amendments to the Registration Statement or supplements to the Prospectus filed pursuant to the Securities Act of 1933, in each as amended (the "Act"), with respect to the Common Stock issuable upon exercise of the New Warrants (or such case without regard to any limitation other registration statements or restriction on such conversion post-effective amendments or exercise that supplements) as may be set forth necessary to permit trading in the Notes Common Stock issuable upon exercise of the New Warrants and to permit the Company to deliver to each person exercising a New Warrant a Prospectus meeting the requirements of Section 10(a)(3) of the Act, and otherwise complying therewith; and the Company will, from time to time, furnish the Warrant Agent with such Prospectuses in sufficient quantity to permit the Warrant Agent to deliver such a Prospectus to each holder of a New Warrant upon the exercise thereof. The Company will use its best efforts to obtain appropriate approvals or registration under state "blue sky" securities laws to permit lawful exercise of the New Warrants. In Notwithstanding anything herein, New Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state or under any circumstance in which such exercise would be unlawful. The Company will keep a copy of this Agreement on file with the event that, transfer agent for the Common Stock and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the New Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such transfer agent stock certificates to honor outstanding New Warrants. The Company will supply such transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash as a result provided in Section 10 of an adjustment this Agreement. All New Warrant certificates surrendered in the exercise of the rights thereby evidenced shall be canceled by the Warrant Agent and shall be delivered to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise)Company, the Reserved Amount is less than 125% and such canceled New Warrant certificates shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such New Warrants. Promptly after the expiration date of the Notes New Warrants, the Warrant Agent shall certify to the Company the aggregate number of such New Warrants which expired unexercised, and exercise of all after the expiration date of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the New Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)New Warrants.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Conversion Shares issuable upon complete conversion of the Shares issued pursuant to this Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all Schedule 14C. Calculations hereunder as of the Notes date of this Agreement shall assume a Per Share Purchase Price of not more than $166, and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion as of the Reserved Amount which remains allocated Closing Date, the actual Per Share Purchase Price. Calculations hereunder with reference to any person or entity which does not hold any Notes shall Warrant Shares will be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all made assuming exercise of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)a cash basis.

Reservation of Common Stock. The Company shall, on or before the Initial ------------------------------ Closing Date, authorize Date have authorized and reserve reserved for issuanceissuance pursuant to the Initial Preferred Shares and the Initial Warrants (the "Reserved Amount"), free from any --------------- preemptive rights, a number of shares of Common Stock (the “Reserved Amount”) at least equal to no less than one hundred and fifty percent (150100%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Notes Initial Preferred Stock in full at the Conversion Price then in effect and (B) exercise of the outstanding Initial Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes Certificate of Designation or the Warrants. On and after the Approval Date, the Reserved Amount shall be equal to two hundred percent (200%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Initial Preferred Shares and, if issued, the Put Option Preferred Shares in full at the Conversion Price then in effect and (B) exercise of the outstanding Initial Warrants and, if issued, the Put Option Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Certificate of Designation or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes Preferred Stock or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise)) after the Approval Date, the Reserved Amount is less than 125% one hundred and fifty percent (150%) of the number of shares of Common Stock then issuable upon conversion of all of the Notes Preferred Stock and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes Preferred Stock or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% two hundred percent (200%) of the number of shares of Common Stock into which such outstanding Notes Preferred Stock are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of twoseventy-thirds five percent (2/375%) of the Outstanding Registrable SecuritiesSecurities at such time. The initial Reserved Amount shall be allocated pro rata among the Purchasers Investors based on the principal amount of the Notes issued to each Purchaser at the ClosingInvestor's Pro Rata Share. Each increase in the Reserved Amount shall be allocated pro rata among the Holders Investors based on the amount of Outstanding Registrable Securities into which all of the Notes and Warrants held by such Holder each Investor at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder an Investor shall sell or otherwise transfer any of such Holder’s NotesInvestor's Preferred Stock or Warrant, each transferee shall be allocated a pro rata portion of such transferor’s 's Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes Preferred Stock shall be reallocated to the remaining Holders pro rata Investors based on the amount of Outstanding Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)increase.

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Warrants, and the transfer agent for the shares of Common Stock and every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full rights of purchase aforesaid are irrevocably authorized and directed at the Conversion Price then in effect all times to reserve such number of authorized and (B) unissued shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the outstanding Warrants in full and payment of the Warrant Price therefore, shall be, at the Exercise Price time of delivery of the certificates of such shares, validly issued and outstanding, fully paid and nonassessable and listed on any national securities exchange upon which the other shares of Common Stock are then in effectlisted. So long as any unexpired Warrants remain outstanding, in the Company will file such post-effective amendments to the Registration Statement filed pursuant to the 1933 Act with respect to the Warrants (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Warrant, a prospectus meeting the requirements of Section 10(a)(3) of the 1933 Act and otherwise complying therewith, and will deliver such prospectus to each such case without regard person. To the extent that during any period it is not reasonably likely that the Warrants will be exercised, due to market price or otherwise, the Company need not file such a post-effective amendment during such period. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock and with every subsequent transfer agent for any limitation or restriction on such conversion or shares of the Company’s Common Stock issuable upon the exercise that may be set forth in of the Notes or rights of purchase represented by the Warrants. In The Warrant Agent is irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed stock certificates for that purpose. All Warrants surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Company, and such cancelled Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the date of expiration of the Notes and exercise Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in and thereafter no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder Warrants which shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)have expired.

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize shall at all times have authorized and reserve reserved for issuance, free from any preemptive rights, a solely for the purpose of effecting conversions of the Preferred Shares and exercise of the Warrants, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of all of the Warrants (the “"Reserved Amount”) "). As of the Closing Date, the Reserved Amount shall be equal to no less than one hundred and fifty percent (150%) 125% of the maximum number of shares of Common Stock issuable upon (A) conversion of all of the outstanding Notes in full Preferred Shares plus 100% of the number of shares of Common Stock issuable upon exercise of all of the Warrants to be issued at the Conversion Price then in effect and Closing (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each assuming for such case without regard to any limitation or restriction on purpose that such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, were to occur as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwiseClosing Date), . If on any date the Reserved Amount is less than 125112.5% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and Preferred Shares plus 100% of the number of shares of Common Stock issuable upon exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on assuming for such purpose that such conversion or exercise that may be set forth in the Notes or the Warrantswere to occur as of such date), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth fifth (10th5th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such datereceipt by the Company of notice thereof from a Purchaser) to increase the Reserved Amount to no less than 150125% of the number of shares of Common Stock into which such outstanding Notes Preferred Shares are then convertible and plus 100% of the number of shares of Common Stock issuable upon the exercise of such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable SecuritiesPreferred Shares then outstanding. The initial Reserved Amount Any determination made hereunder as to the number of shares of Common Stock issuable upon the conversion of Preferred Shares or exercise of Warrants shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (made without regard to any limitation restriction on such conversion or exercise). In exercise that might otherwise exist under this Agreement, the event that a Holder shall sell other Transaction Documents or otherwise transfer any the Certificate of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Designation.

Reservation of Common Stock. The Company shallUntil the Notes are paid in full, on or before the Closing Date, authorize and reserve Maker shall at all times keep reserved for issuance, free from any preemptive rights, issuance under this Note a number of shares of Common Stock (as shall be necessary to satisfy the “Reserved Amount”) equal Maker’s obligation to no less than one hundred and fifty percent (150%) of the maximum number of issue shares of Common Stock issuable upon hereunder, assuming that the Notes are convertible of a price per share of $0.10 or higher (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment otherwise contained herein with respect to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable that may be acquirable upon conversion exercise of all this Note). If, notwithstanding the foregoing, and not in limitation thereof, at any time while any of the Notes remain outstanding the Maker does not have a sufficient number of authorized and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional unreserved shares of Common Stock) as soon as practicable (but in no event later than Stock to satisfy its obligation to reserve for issuance upon exercise of the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) Notes at least a number of shares of Common Stock equal to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding as shall from time to time be necessary to effect the exercise of the Notes then outstanding, assuming that the Notes are convertible of a price per share of $0.10 or higher (the “Required Reserve Amount”) (an “Authorized Share Failure”), then convertible and the Maker shall immediately take all action necessary to increase the Maker’s authorized shares of Common Stock to an amount sufficient to allow the Maker to maintain the Required Reserve Amount for all the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such outstanding Warrants are exercisable. The Authorized Share Failure, the Company shall not reduce hold a meeting of its shareholders for the approval of an increase in the number of authorized shares reserved for issuance hereunder without obtaining of Common Stock. In connection with such meeting, the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount Maker shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued provide each shareholder with a proxy statement and shall use its best efforts to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time solicit its shareholders’ approval of such increase are convertible or exercisable (without regard in authorized shares of Common Stock and to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any cause its board of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated directors to any person or entity which does not hold any Notes shall be reallocated recommend to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of shareholders that they approve such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)proposal.

Reservation of Common Stock. (a) The Company shallMaker covenants that during the period the Note is outstanding, on or before the Closing Date, authorize it will reserve from its authorized and reserve for issuance, free from any preemptive rights, unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon (A) the conversion of this Note above the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on amount payable therefor upon such conversion or exercise that immediately prior to such increase in par value, (b) take all such action as may be set forth necessary or appropriate in order that the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to antiMaker may validly and legally issue fully paid and non-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of assessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. (c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of all of the Notes and exercise of all of Notes, the Warrants then outstanding (without regard to Maker shall take any limitation or restriction on such conversion or exercise that corporate action which may be set forth necessary in order that the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional Maker may validly and legally issue fully paid and non- assessable shares of such Common StockStock at such adjusted Conversion Price. (e) as soon as practicable (but Before taking any action which would result in no event later than the tenth (10th) business day or, an adjustment in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such outstanding Notes are authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then convertible the Maker shall call and such outstanding Warrants are exercisable. The Company shall not reduce hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Common Stock.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for the Closing Date, authorize Purchaser and the Company shall continue to reserve for issuanceand keep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for the Purchaser for the purpose of enabling the Company to issue the Warrant Shares issuable upon complete exercise of the Series K Warrants (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall number of authorized shares of Common Stock without soliciting its stockholders, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the Commission an Information Statement on Schedule 14C. Calculations hereunder with reference to Warrant Shares will be allocated pro rata among the Holders based on the amount of Registrable Securities into which all made assuming exercise of the Notes and Series K Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)cash basis.

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize and reserve for issuance, free from any preemptive rights, a number of shares of Borrower shall issue Irrevocable Transfer Agent Instructions reserving an additional 400,000 Common Stock shares (the “Reserved AmountReservation Shares”) equal with their Stock Transfer Agent in Holder’s name pursuant to no less than one hundred and fifty percent (150%) the “Irrevocable Transfer Agent Instruction Letter” attached hereto as Exhibit B. The Reservation Shares are held with the Stock Transfer Agent in good faith until either the time of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the WarrantsMaturity Date. In the event that, as a result of an adjustment the Borrower chooses to prepay the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise)Note, the Reserved Amount Transfer Agent will return the Reservation Shares to Borrower. In the event that the Reservation Share amount (“Reservation Amount”) is less than 125% of insufficient, the Holder will from time to time provide the Stock Transfer Agent with written notice to increase the number of shares of Common Stock then issuable upon conversion of all so reserved, without any further action or confirmation of the Notes Borrower. Borrower shall at all times when this Note shall be outstanding, reserve and exercise keep available out of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of its authorized but unissued Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of 4x the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisableas shall from time to time be sufficient to effect the conversion of this Note. The Company shall not reduce Borrower shall, from time to time in accordance with Nevada law, increase the authorized number of shares reserved for issuance hereunder without obtaining of Common Stock if at any time the written consent unissued number of authorized shares shall not be sufficient to satisfy Borrower’ obligations under this Section. The Borrower will instruct its Transfer Agent to provide the outstanding share information to the Holder in connection with its conversions. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. If, at any time the Borrower does not maintain or replenish the Reservation Amount within three (3) business days of the holders of two-thirds (2/3) request of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on Holder, the principal amount of the Notes issued to each Purchaser at the Closing. Each this Note shall increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable Five Thousand United States Dollars (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such $5,000) (under Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferorand Borrower’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to expectation that any person or entity which does not hold any Notes shall be reallocated principal amount increase will tack back to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Issue Date) per occurrence.

Reservation of Common Stock. (a) The Company shallcovenants that during the period the Note is outstanding, on or before the Closing Date, authorize it will reserve from its authorized and reserve for issuance, free from any preemptive rights, unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Company upon the Conversion of the Note. The Company further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number Company issuable upon the conversion of this Note. The Company will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the NASD OTCBB (or such other principal market upon which the Common Stock of the Company may be listed). (b) The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock issuable upon (A) the conversion of this Note above the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on amount payable therefor upon such conversion or exercise that immediately prior to such increase in par value, (b) take all such action as may be set forth necessary or appropriate in order that the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Note. (c) Upon the request of Xxxxxx, the Company will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Company hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)Notes, the Company shall take any corporate action (including without limitation seeking stockholder approval for which may be necessary in order that the authorization or reservation of additional Company may validly and legally issue fully paid and non-assessable shares of such Common StockStock at such adjusted Conversion Price. (e) as soon as practicable (but Before taking any action which would result in no event later than the tenth (10th) business day or, an adjustment in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then this Note is convertible and such outstanding Warrants are exercisable. The or in the Conversion Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Company does not reduce have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Company shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Common Stock.

Reservation of Common Stock. (a) The Company shallMaker covenants that during the period the Note is outstanding, on or before the Closing Date, authorize it will reserve from its authorized and reserve for issuance, free from any preemptive rights, unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon (A) the conversion of this Note above the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on amount payable therefor upon such conversion or exercise that immediately prior to such increase in par value, (b) take all such action as may be set forth necessary or appropriate in order that the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of Maker may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. (c) Upon the request of Xxxxxx, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of all of the Notes and exercise of all of Notes, the Warrants then outstanding (without regard to Maker shall take any limitation or restriction on such conversion or exercise that corporate action which may be set forth necessary in order that the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional Maker may validly and legally issue fully paid and non-assessable shares of such Common StockStock at such adjusted Conversion Price. (e) as soon as practicable (but Before taking any action, which would result in no event later than the tenth (10th) business day or, an adjustment in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such outstanding Notes are authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then convertible the Maker shall call and such outstanding Warrants are exercisable. The Company shall not reduce hold an annual or special meeting of its stockholders within ninety (90) days of that time for the purpose of increasing the number of authorized shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Common Stock.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock (for each Purchaser for the “Reserved Amount”) equal purpose of enabling the Company to no less than one hundred issue the Shares pursuant to this Agreement and fifty percent (150%) Warrant Shares issuable upon complete exercise of the maximum Warrants (such amount being the "Required Minimum"). If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an "Authorized Share Failure"), then the Board of Directors shall use commercially reasonable efforts to amend the Company's certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).Schedule 14C.

Reservation of Common Stock. The Company shallshall at all times --------------------------- reserve and keep available out of its authorized but unissued shares of Common Stock, on or before solely for the Closing Datepurpose of effecting the conversion of the Debentures and the exercise of the Warrants, authorize and reserve for issuance, free from any preemptive rights, a such number of its shares of Common Stock (as shall from time to time be sufficient to effect the “Reserved Amount”) equal to no less than one hundred conversion of all outstanding Debentures and fifty percent (150%) the full exercise of the maximum Warrants and if at any time the number of authorized but unissued shares of Common Stock issuable upon (A) shall not be sufficient to effect the conversion of all the then outstanding Notes in Debentures and the full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at Warrants, the Exercise Price then in effectCompany will take such corporate action as may, in each such case without regard the opinion of its counsel, be necessary to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of increase its authorized but unissued shares of Common Stock then to such number of shares as shall be sufficient for such purpose, including without limitation engaging in best efforts to obtain the requisite shareholder approval. Without in any way limiting the foregoing, the Company agrees to reserve and at all times keep available solely for purposes of conversion of Debentures and the exercise of the Warrants such number of authorized but unissued shares of Common Stock that is at least equal to 150% of the aggregate shares issuable upon conversion of all of the Notes Debentures, and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the aggregate shares issuable on exercise of Warrants, which number may be reduced by the number of Common Shares or Warrant Shares actually delivered pursuant to conversion of Debentures or exercise of the Warrants and shall be appropriately adjusted for any stock split, reverse split, stock dividend or reclassification of the Common Stock. If the Company falls below the reserves specified in the immediately preceding sentence and does not cure such non-compliance within 30 days of its start, then the Purchasers will be entitled to the discount adjustments specified in the Registration Rights Agreement. If at any time the number of authorized but unissued shares of Common Stock into which such is not sufficient to effect the conversion of all the then outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce Debentures or the number of shares reserved for issuance hereunder without obtaining the written consent full exercise of the holders of two-thirds (2/3) of Warrants, the Registrable Securities. The initial Reserved Amount Purchasers shall be allocated pro rata among entitled to, inter alia, the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase premium price redemption rights provided in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Registration Rights Agreement.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Conversion Shares issuable upon complete conversion of the Shares issued pursuant to this Agreement (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 90th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).Schedule 14C.

Reservation of Common Stock. (a) The Company shallCommon Stock issued by Parent upon (i) receipt of a Conversion Notice by Lender pursuant to Section 1.12 and (ii) upon exercise of the Warrant, on when issued in accordance with the provisions thereof, will be duly authorized and, upon issuance in accordance with the terms hereof and thereof and upon payment therefor, shall be duly issued, fully paid and non-assessable, and free from all Liens, claims, charges, taxes, or before other encumbrances with respect to the Closing Dateissue thereof, authorize and reserve will be issued in compliance with all applicable federal and state securities laws and the laws of any foreign jurisdiction applicable to the issuance thereof. (b) Parent shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, free from any preemptive rights, a such number of shares of Common Stock as shall be necessary to effect (i) the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) full conversion of the maximum Note into Conversion Shares pursuant to Section 1.12 and (ii) upon exercise of the Warrant. If at any time the number of shares of Common Stock issuable upon (A) authorized and reserved is insufficient to effect the full conversion of the Note then outstanding Notes in full at or the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effectWarrant, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of Parent shall increase the number of shares of Common Stock then issuable upon conversion authorized and reserved accordingly. If Parent does not have sufficient authorized and unissued shares of all Common Stock available, Parent shall call and hold a special meeting of Parent’s shareholders within sixty (60) days of such occurrence, or take action by the written consent of the Notes and exercise holders of all a majority of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock, if possible, for the purpose of increasing the number of shares authorized to an amount of shares equal to three (3) times the number of shares necessary to effect the full conversion of the Note then outstanding or the exercise of the Warrant, as soon as practicable (but applicable. Subject to its fiduciary duty obligations under applicable law, Parent’s management shall recommend to Parent’s shareholders to vote in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% favor of increasing the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)authorized.

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize shall at all times have authorized and reserve reserved for issuance, free from any preemptive rights, a solely for the purpose of effecting conversions of the Preferred Shares hereunder and the exercise of the Warrants, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and the exercise of the Warrants in full (the “"Reserved Amount”) "). As of the Closing Date, the Reserved Amount shall be equal to no less than one hundred and fifty percent (150%) 200% of the maximum number of shares of Common Stock issuable upon (Ai) conversion of all of the outstanding Notes in full Preferred Shares to be issued at the Conversion Price then in effect Closing (assuming for such purpose that such conversion were to occur as of the Closing Date) and (Bii) exercise of all of the outstanding Warrants in full to be issued at the Exercise Price then in effect, in each such case without regard to Closing. If on any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), date the Reserved Amount is less than 125175% of the number of shares of Common Stock then issuable upon conversion of all of the Notes Preferred Shares then outstanding (assuming for such purpose that such conversion were to occur as of such date) and (ii) exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take action (including without limitation seeking stockholder approval authorization for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later longer than the tenth thirty (10th30) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such datedays) to increase the Reserved Amount to no less than 150200% of the number of shares of Common Stock into which such outstanding Notes Preferred Shares are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable SecuritiesPreferred Shares then outstanding. The initial Reserved Amount No Purchaser shall be allocated pro rata among the Purchasers based on the principal amount issued, upon conversion of Preferred Shares or exercise of the Notes issued to each Purchaser at Warrants, shares of Common Stock in an amount greater than the Closing. Each increase in product of (A) the Reserved Amount shall be allocated pro rata among the Holders based in effect on the date on which notice of such conversion or exercise is delivered to the Company pursuant to the terms of the Certificate of Designation times (B) a fraction, the numerator of which is the number of Preferred Shares purchased by such Purchaser hereunder and the denominator of which is the aggregate amount of Registrable Securities into which all of the Notes and Warrants held Preferred Shares purchased by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Purchasers hereunder.

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Warrants, and the transfer agent for the shares of Common Stock and every subsequent transfer agent for any shares of the Company's Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full rights of purchase aforesaid are irrevocably authorized and directed at the Conversion Price then in effect all times to reserve such number of authorized and (B) unissued shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the outstanding Warrants in full shall be, at the Exercise Price time of delivery of the certificates of such shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other shares of Common Stock are then in effectlisted. So long as any unexpired Warrants remain outstanding, in the Company will file such post-effective amendments to the registration statement (Form SB-2, Registration No. 333-24681) (the "Registration Statement") filed pursuant to the Act with respect to the Warrants (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Warrant, a prospectus meeting the requirements of Section 10(a)(3) of the Act and otherwise complying therewith, and will deliver such a prospectus to each such case without regard person. To the extent that during any period it is not reasonably likely that the Warrants will be exercised, due to market price or otherwise, the Company need not file such a post-effective amendment during such period. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock and with every subsequent transfer agent for any limitation or restriction on such conversion or shares of the Company's Common Stock issuable upon the exercise that may be set forth in of the Notes or rights of purchase represented by the Warrants. In The Warrant Agent is irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed stock certificates for that purpose. All Warrants surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Company, and such cancelled Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the date of expiration of the Notes and exercise Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in and thereafter no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder Warrants which shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)have expired.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Conversion Shares issuable upon complete conversion of the Shares issued pursuant to this Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all Schedule 14C. Calculations hereunder as of the Notes date of this Agreement shall assume a Per Share Purchase Price of not more than $138, and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion as of the Reserved Amount which remains allocated Closing Date, the actual Per Share Purchase Price. Calculations hereunder with reference to any person or entity which does not hold any Notes shall Warrant Shares will be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all made assuming exercise of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)a cash basis.

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize shall at all times have authorized and reserve reserved for issuance, free from any preemptive rights, a solely for the purpose of effecting conversions of the Preferred Shares hereunder and the exercise of the Warrants, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and the exercise of the Warrants in full (the “"RESERVED AMOUNT"). As of the Closing Date, the Reserved Amount”) Amount shall be equal to no less than one hundred and fifty percent (150%) % of the maximum number of shares of Common Stock issuable upon (A) conversion of all of the outstanding Notes in full Preferred Shares to be issued at the Closing (assuming for such purpose that the Conversion Price then Date (as defined in effect the Certificate of Designation) for such conversion were to occur as of the Closing Date) and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price all of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), issuable upon such conversion. If on any date the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes Preferred Shares then outstanding (assuming for such purpose that the Conversion Date (as defined in the Certificate of Designation) for such conversion were to occur as of such date) and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on issuable upon such conversion or exercise that may be set forth in the Notes or the Warrants)conversion, the Company shall take action (including without limitation seeking stockholder approval authorization for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later longer than the tenth thirty (10th30) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such datedays) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes Preferred Shares are then convertible and such Warrants are exercisable. In addition, if on any date the number of shares of Common Stock authorized for any purpose permitted under the Company's Certificate of Incorporation (including the Reserved Amount) is less than 200% of the number of shares of Common Stock issuable upon conversion of all of the Preferred Shares then outstanding (assuming for such purpose that the Conversion Date (as defined in the Certificate of Designation) for such conversion were to occur as of such date) and exercise of all of the Warrants issuable upon such conversion, the Company shall take action (including without limitation seeking stockholder authorization for the reservation of additional shares of Common Stock) as soon as practicable (but in no event longer than thirty (30) days) to (i) reserve all authorized and unreserved shares of Common Stock solely for the purpose of effecting conversions of the Preferred Shares hereunder and the exercise of the Warrants in full and (ii) increase such authorized amount to no less than 200% of the number of shares of Common Stock into which such outstanding Preferred Shares are then convertible and such Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable SecuritiesPreferred Shares then outstanding. The initial Reserved Amount No Purchaser shall be allocated pro rata among the Purchasers based on the principal amount issued, upon conversion of Preferred Shares or exercise of the Notes issued to each Purchaser at Warrants, shares of Common Stock in an amount greater than the Closing. Each increase in product of (A) the Reserved Amount shall be allocated pro rata among the Holders based in effect on the date on which notice of such conversion or exercise is delivered to the Company pursuant to the terms of the Certificate of Designation TIMES (B) a fraction, the numerator of which is the number of Preferred Shares purchased by such Purchaser hereunder and the denominator of which is the aggregate amount of Registrable Securities into which all of the Notes and Warrants held Preferred Shares purchased by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Purchasers hereunder.

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize shall at all times have authorized and reserve reserved for issuance, free from any preemptive rights, a solely for the purpose of effecting conversions of the Preferred Shares and exercise of the Warrants, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of all of the Warrants then outstanding (the “"Reserved Amount”) "). As of the Tranche A Closing Date, the Reserved Amount shall be equal to no less than one hundred and fifty percent (150%) 175% of the maximum number of shares of Common Stock issuable upon (A) conversion of all of the outstanding Notes in full Preferred Shares and exercise of all of the Warrants to be issued at the Conversion Price then in effect and Tranche A Closing (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each assuming for such case without regard to any limitation or restriction on purpose that such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, were to occur as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwiseTranche A Closing Date), . If on any date the Reserved Amount is less than 125150% of the number of shares of Common Stock then issuable upon conversion of all of the Notes Preferred Shares and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on assuming for such purpose that such conversion or exercise that may be set forth in the Notes or the Warrantswere to occur as of such date), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth fifth (10th5th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150175% of the number of shares of Common Stock into which such outstanding Notes Preferred Shares are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable SecuritiesPreferred Shares then outstanding. Any determination made hereunder as to the number of shares of Common Stock issuable upon the conversion of Preferred Shares or exercise of Warrants shall be made without regard to any restriction on such conversion or exercise that might otherwise exist under this Agreement, the other Transaction Documents or the Certificate of Designation. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount number of the Notes Preferred Shares issued to each Purchaser at the Tranche A Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount number of Registrable Securities into which all of the Notes and Warrants Preferred Shares held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)increase. In the event that a Holder shall sell or -11- otherwise transfer any of such Holder’s Notes's Preferred Shares, each transferee shall be allocated a pro rata portion of such transferor’s 's Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes Preferred Shares shall be reallocated allocated to the remaining Holders pro rata based on the amount number of Registrable Securities into which all of the outstanding Notes and Warrants at the time of Preferred Shares then held by such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Holders.

Reservation of Common Stock. The Company shall(a) Following the receipt of the Stockholder Approvals, on the Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock or before shares acquired by the Closing DateCorporation, authorize and reserve solely for issuanceissuance upon the conversion of shares of Series B Preferred Stock as provided in this Certificate of Designations, free from any preemptive or other similar rights, a such number of shares of Common Stock (as shall from time to time be issuable upon the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) conversion of all the maximum number of shares of Common Series B Preferred Stock issuable upon (A) conversion of then outstanding, assuming that the outstanding Notes in full at Applicable Conversion Price equaled the Conversion Price then in effect and (B) exercise on the Effective Date. For purposes of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwisethis Section 14(a), the Reserved Amount is less than 125% of the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series B Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder. (b) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Series B Preferred Stock, as herein provided, shares of Common Stock acquired by the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders). (c) All shares of Common Stock delivered upon conversion of the Series B Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders). (d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series B Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority, and if notwithstanding such efforts the shares of Common Stock cannot be delivered in compliance with such laws and regulations, then the Corporation shall not be required to so deliver until it can deliver in compliance with such laws and regulations. (e) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Corporation 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 the Common Stock issuable upon conversion of all the Series B Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system permit the Corporation to defer the listing of such Common Stock until the first conversion of Series B Preferred Stock into Common Stock in accordance with the provisions hereof, the Corporation covenants to list such Common Stock issuable upon conversion of the Notes and exercise Series B Preferred Stock in accordance with the requirements of all such exchange or automated quotation system at such time. (f) Notwithstanding anything in this Certificate of Designations to the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)contrary, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% shall each share of the number of Series B Preferred Stock be convertible into more than 327.86885 shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable(subject to any adjustments to the Conversion Price provided in Section 10) (the “Aggregate Share Cap”). The Company shall not reduce For the number avoidance of doubt, under no circumstances will the Corporation be required to deliver cash in lieu of any shares reserved for issuance of Common Stock otherwise deliverable hereunder without obtaining the written consent in excess of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Aggregate Share Cap.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock (for the “Reserved Amount”) equal purpose of enabling the Company to issue the Conversion Shares and Warrant Shares pursuant to this Agreement. For the avoidance of doubt, so long as any portion of any of the Notes and Warrants remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than one hundred and fifty percent the sum of (150%i) 300% of the maximum number of shares of Common Stock Conversion Shares issuable upon (A) conversion of the outstanding Notes in full (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price then (as defined in effect the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date of determination, and (By) exercise any such conversion shall not take into account any limitations on the conversion of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be Notes set forth in the Notes or the Warrants. In the event thatNotes, as a result of an adjustment to the Conversion Price and (ii) 100% of the Notes or the Exercise Price for maximum number of Warrant Shares issuable upon exercise of the Warrants (pursuant to anti-dilution adjustments or otherwise)without taking into account any limitations on the exercise of the Warrants set forth therein) (collectively, the Reserved Amount is less than 125% of “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock then issuable upon conversion of all reserved pursuant to this Section 4.10 be reduced other than proportionally in connection with any exercise of the Notes and exercise of all of the Warrants then outstanding (without regard to or Warrants, as applicable. If at any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of time the number of shares of Common Stock into which authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such outstanding Notes are then convertible authorized number of shares, and such outstanding Warrants are exercisable. The voting the management shares of the Company shall not reduce in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares reserved for issuance hereunder without obtaining is sufficient to meet the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Required Reserve Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants then outstanding (or issuable upon exercise of the Representatives' Warrants), and the transfer agent for the Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) every subsequent transfer agent for any shares of the maximum Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares as shall be requisite for such purpose. Prior to the issuance of any shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants, the Company shall secure the listing of such shares on any and all national securities exchanges and/or The Nasdaq Stock Market upon which any of the other shares of the Common Stock are then listed and/or included. So long as any unexpired Warrants in full at remain outstanding, the Exercise Price then in effectCompany will use its best efforts to file such post-effective amendments to the Registration Statement or supplements to the Prospectus filed pursuant to the Securities Act of 1933, in each as amended (the "Act"), with respect to the Warrants (or such case without regard to any limitation other registration statements or restriction on such conversion post-effective amendments or exercise that supplements) as may be set forth necessary to permit trading in the Notes Warrants and to permit the Company to deliver to each person exercising a Warrant a Prospectus meeting the requirements of Section 10(a)(3) of the Act, and otherwise complying therewith; and the Company will, from time to time, furnish the Warrant Agent with such Prospectuses in sufficient quantity to permit the Warrant Agent to deliver such a Prospectus to each holder of a Warrant upon the exercise thereof. The Company will use its best efforts to obtain appropriate approvals or registrations under state "blue sky" securities laws to permit lawful exercise of the Warrants. In Notwithstanding anything herein, Warrants may not be exercised by, or shares of Common Stock issued to, any registered holder in any state or under any circumstance in which such exercise would be unlawful. The Company will keep a copy of this Agreement on file with the event that, transfer agent for the Common Stock and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash as a result provided in Section 10 of an adjustment this Agreement. All Warrant certificates surrendered in the exercise of the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise)Company, the Reserved Amount is less than 125% and such cancelled Warrant certificates shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the Expiration Date of the Notes Warrants, the Warrant Agent shall certify to the Company the aggregate number of such Warrants which expired unexercised, and exercise of all after the Expiration Date of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Warrants.

Reservation of Common Stock. The (a) There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Warrants and the Representative's Warrants then outstanding or issuable upon exercise, and the transfer agent for the Common Stock (b) Prior to the issuance of any shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants, the Company shall secure the listing of such shares on any and all national securities exchanges or approved for quotation on the level of Nasdaq upon which any of the other shares of the Common Stock are then listed or quoted. So long as any unexpired Warrants in full at remain outstanding, the Exercise Price then in effect, in each Company will file such case without regard post-effective amendments to any limitation the Registration Statement or restriction on such conversion or exercise that may be set forth in supplements to the Notes or Prospectus filed pursuant to the Warrants. In the event thatSecurities Act of 1933, as a result of an adjustment amended (the "Act"), with respect to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant or such other registration statements or post-effective amendments or supplements) as may be necessary to anti-dilution adjustments permit trading in the Warrants and to permit the Company to deliver to each person exercising a Warrant a Prospectus meeting the requirements of Section 10(a)(3) of the Act, and otherwise complying therewith; and the Company will, from time to time, furnish the Warrant Agent with such Prospectuses in sufficient quantity to permit the Warrant Agent to deliver such a Prospectus to each holder of a Warrant upon the exercise thereof. Such registration and Prospectus delivery will not be required if in the opinion of counsel to the Company, such registration and Prospectus delivery are not required under the federal securities law or otherwise)if the Company receives a letter from the staff of the Securities and Exchange Commission (the "Commission") stating that it would not take any enforcement action if such registration is not effected. The Company hereby undertakes to obtain appropriate or necessary approvals or registrations under state "blue sky" securities laws; however, it is understood and agreed that, notwithstanding the Reserved Amount Company's best efforts, it may be unable to obtain any such appropriate or necessary approvals or registrations. With respect to any such securities laws, however, Warrants may not be exercised by, or shares of Common Stock issued to, any registered holder in any state in which such exercise would be unlawful. The Company will keep a copy of this Agreement on file with the transfer agent for the Common Stock and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. (c) The Warrant Agent is less than 125% hereby irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash as provided in Section 10 of this Agreement. All Warrant certificates surrendered in the exercise of the rights thereby evidenced shall be canceled by the Warrant Agent and shall thereafter be delivered to the Company, and such canceled Warrant certificates shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the expiration date of the Notes Warrants, the Warrant Agent shall certify to the Company the aggregate number of such Warrants which expired unexercised, and exercise of all after the expiration date of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Warrants.

Reservation of Common Stock. (a) The Company shallCorporation shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Corporation, on or before solely for issuance upon the Closing Date, authorize and reserve for issuanceconversion of shares of Preferred Stock as provided in this Certificate of Designations, free from any preemptive or other similar rights, a such number of shares of Common Stock (as shall from time to time be issuable upon the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) conversion of all the maximum number of shares of Common Preferred Stock issuable upon (A) conversion of the then outstanding Notes in full at the Applicable Conversion Price then in effect and (B) exercise Price. For purposes of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwisethis Section 14(a), the Reserved Amount is less than 125% of the number of shares of Common Stock then that shall be deliverable upon the conversion of all outstanding shares of Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder. (b) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Preferred Stock, as herein provided, shares of Common Stock acquired by the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances. (c) All shares of Common Stock delivered upon conversion of the Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances. (d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the approval of or consent to the delivery thereof by any governmental authority. (e) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Corporation shall, 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 the Common Stock issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Preferred Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. (a) The Company shallCorporation shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Corporation, on or before solely for issuance upon the Closing Date, authorize and reserve for issuanceconversion of shares of Series B Preferred Stock as provided in this Certificate of Designations, free from any preemptive or other similar rights, a such number of shares of Common Stock (as shall from time to time be issuable upon the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) conversion of the maximum number of all such shares of Common Series B Preferred Stock issuable upon (A) conversion of then outstanding, assuming that the outstanding Notes in full at Applicable Conversion Price equaled the Conversion Price then in effect and (B) exercise on the Effective Date. For purposes of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwisethis Section 14(a), the Reserved Amount is less than 125% of the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series B Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder. (b) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Series B Preferred Stock, as herein provided, shares of Common Stock acquired by the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders). (c) All shares of Common Stock delivered upon conversion of the Series B Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders). (d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series B Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority, and if notwithstanding such efforts the shares of Common Stock cannot be delivered in compliance with such laws and regulations, then the Corporation shall not be required to so deliver until it can deliver in compliance with such laws and regulations. (e) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the Nasdaq Capital Market or any other national securities exchange or automated quotation system, the Corporation 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 the Common Stock issuable upon conversion of all the Series B Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system permit the Corporation to defer the listing of such Common Stock until the first conversion of Series B Preferred Stock into Common Stock in accordance with the provisions hereof, the Corporation covenants to list such Common Stock issuable upon conversion of the Notes and exercise of all of Series B Preferred Stock in accordance with the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time requirements of such increase are convertible exchange or exercisable (without regard to any limitation on automated quotation system at such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)time.

Reservation of Common Stock. The Company shallhas available and the Company shall reserve and keep available at all times, on or before free of preemptive and other similar rights of stockholders, the requisite aggregate number of authorized but unissued shares of Common Stock to enable the Company to timely effect the issuance, sale and delivery of all Shares to be issued, sold and delivered in respect of each VWAP Purchase effected under this Agreement at least prior to the delivery by the Company to the Investor of each VWAP Purchase Notice in connection with such VWAP Purchase (collectively, the “Required Reserve Amount”). Without limiting the generality of the foregoing as of the Closing DateDate the Company shall have reserved, authorize and reserve as of the Commencement Date shall have continued to reserve, out of its authorized and unissued Common Stock, 20,000,000 shares of Common Stock solely for issuance, free from any preemptive rights, a the purpose of effecting VWAP Purchases under this Agreement. The number of shares of Common Stock (so reserved for the “Reserved Amount”) equal purpose of effecting VWAP Purchases under this Agreement may be increased from time to no less than one hundred time by the Company from and fifty percent (150%) of after the maximum Commencement Date, and such number of reserved shares may be reduced from and after the Commencement Date only by the number of Common Stock issuable upon (A) conversion of Shares actually issued, sold and delivered to the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard Investor pursuant to any limitation or restriction on such conversion or exercise that may be set forth in VWAP Purchase effected from and after the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (Commencement Date pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of this Agreement. If at any time the number of shares of Common Stock then issuable upon conversion of all of authorized and reserved for issuance is not sufficient to meet the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)Required Reserve Amount, the Company shall promptly take all corporate action (including necessary to authorize and reserve a sufficient number of shares, including, without limitation seeking stockholder approval for the authorization or reservation limitation, calling a special meeting of stockholders to authorize additional shares of Common Stock) as soon as practicable (but in no event later than to meet the tenth (10th) business day orCompany’s obligations pursuant to the Transaction Documents, in the event that case of an insufficient number of authorized shares, obtain stockholder approval is requiredof an increase in such authorized number of shares, and voting the sixtieth (60th) day following such date) management shares of the Company in favor of an increase in the authorized shares of the Company to increase the Reserved Amount to no less than 150% of ensure that the number of authorized shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce is sufficient to meet the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Required Reserve Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize shall at all times --------------------------- have authorized and reserve reserved for issuance, free from any preemptive rights, a solely for the purpose of effecting conversions of the Preferred Shares hereunder, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares then outstanding (the “"Reserved Amount”) "). As of the Closing Date, the Reserved Amount --------------- shall be equal to no less than one hundred and fifty percent (150%) 175% of the maximum number of shares of Common Stock issuable upon (A) conversion of all of the outstanding Notes Preferred Shares purchased by the Purchasers at the Closing (assuming for such purpose that the Preferred Shares are convertible in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full such time). If at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), time the Reserved Amount is less than 125% of the number of shares of Common Stock then Conversion Shares issuable upon conversion of all of the Notes and exercise of all of the Warrants Preferred Shares then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take immediate action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such dateauthorization) to increase the Reserved Amount to no less than 150175% of the number of shares of Common Stock Conversion Shares into which such outstanding Notes Preferred Shares are then convertible convertible. No Purchaser shall be issued, upon conversion of a Preferred Shares of Common Stock in an amount greater than the product of (A) the Reserved Amount in effect on the date on which notice of such conversion or exercise is delivered to the Company pursuant to the terms of the Certificate times (B) a fraction, the numerator of which is the number of Preferred Shares purchased by such Purchaser hereunder and such outstanding Warrants are exercisablethe denominator of which is the number of Preferred Shares purchased by the Purchasers hereunder. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) at least 66% of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount then outstanding number of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Preferred Shares.

Reservation of Common Stock. The Company shallcovenants and agrees that all shares of Common Stock, on or before if any, that may be issued upon the Closing Dateexercise of the rights represented by the Warrant will, authorize upon issuance, be validly issued and reserve for issuanceoutstanding, fully paid and non-assessable. The Company further covenants and agrees that the Company will, at all times during the term hereof, have authorized and reserved, free from any preemptive rights, a sufficient number of shares of Common Stock (to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) full exercise of the maximum rights represented by the Warrant. If at any time during the term hereof the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of the Warrant in full, the Company will take such corporate action as may, in the reasonable opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. This Warrant has been validly issued and is free of restrictions on transfer other than restrictions on transfer set forth herein and under applicable state and federal securities laws. Subject to applicable restrictions on transfer, the issuance and delivery of this Warrant and the shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard this Warrant are not subject to any limitation preemptive or restriction on such conversion other similar rights or exercise that may be any liens or encumbrances except as specifically set forth in the Notes Company’s Charter or this Warrant. The Company agrees that it will, and will cause its subsidiaries and representatives to, use their commercially reasonable efforts to list and qualify the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock that are issued to the Warrantholder upon the exercise of this Warrant for trading on NASDAQ or any other securities exchange then issuable upon conversion of all applicable as soon as reasonably practicable following the satisfaction of the Notes Company’s obligations under the September 2021 Registration Rights Agreement. Except and exercise of all of to the Warrants then outstanding (without regard extent as waived or consented to any limitation or restriction on such conversion or exercise that may be set forth in by the Notes or the Warrants)Warrantholder, the Company shall take action (including not by any action, including, without limitation seeking stockholder approval for limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the authorization observance or reservation performance of additional shares any of Common Stock) as soon as practicable (the terms of this Warrant or the September 2021 Registration Rights Agreement, but will at all times in no event later than the tenth (10th) business day or, good faith assist in the event that stockholder approval is requiredcarrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Warrantholder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the sixtieth Company will (60thi) day following such date) to not increase the Reserved Amount to no less than 150% par value of the number of any shares of Common Stock into which issuable upon exercise of this Warrant above the amount payable therefor upon such outstanding Notes are then convertible and exercise immediately prior to such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Reserved Amount shall be allocated pro rata among Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the Holders based on exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard Company to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)perform its obligations under this Warrant.

Reservation of Common Stock. As of the date hereof, the Company does not have sufficient shares of Common Stock for the purpose of enabling the Company to issue the shares of Common Stock underlying the Preferred Stock, Warrants and all other Registrable Securities (“Reservation Breach”). Within 60 days of the Closing Date, the Company shall use it best efforts to cause an increase of its authorized Common Stock and Preferred Stock to satisfy the conversions of Preferred Stock and Warrants under this agreement. The Company shall provide a representation set forth in Schedule 6.2 from a majority of its shareholders that such shareholders will approve and vote for such increase within 15 days of the Closing Date. Investor shall approve and vote for such increase when the Company’s shareholders vote. The Company shall cause to be filed with the SEC a Schedule 14C and subject to the SEC’s discretion the Company shall use its best efforts to cause such Schedule 14C to become effective. The Company shall reserve and shall continue to reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to issue the shares of Common Stock underlying the Preferred Stock, Warrants and all other Registrable Securities. If, within 60 days of the Closing Date, the Reservation Breach continues, then: (a) The Investor shall not be obligated to make any additional investments in the Company in accordance with any instruments related to this agreement; (b) All Penalty Shares shall be issued to the Investor regardless of the terms outlined herein; (c) The Company shall, on or before for each such day, pay the Closing DateInvestor, authorize as liquidated damages and reserve for issuancenot as a penalty, free from any preemptive rights, a number of shares of Common Stock (the “Reserved Amount”) an amount equal to no less than one hundred and fifty percent (150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 12510% of the number of shares of Common Stock then issuable upon conversion of all of the Notes 1st Round Purchase Price per annum (calculated on a per diem basis based on a 365 day year); and exercise of all of the Warrants then outstanding (without regard to for any limitation or restriction on such conversion or exercise that may day, such payment shall be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in made no event later than the tenth (10th) first business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into calendar month next succeeding the month in which such outstanding Notes are then convertible and such outstanding Warrants are exercisableday occurs. Such liquidated damages not to exceed the 1st Round Purchase Price. (d) The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the cause upon written consent request of the holders of two-thirds (2/3) Investor, that Common Stock certificates of the Company Founders be presented to the Investor in exchange for any Preferred Stock, Warrants and all other Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser Securities (at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into appropriate conversion ratio) which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard rendered unconvertible to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated Common Stock due to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Reservation Breach.

Reservation of Common Stock. The At all times during which a Note is convertible, the Company shallwill reserve from its authorized and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of all outstanding Preferred Shares at least (i) three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Share Reserve as and when reasonably requested by Holder in writing from time to time. In furtherance thereof, on or before from and after the Closing Date, authorize date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reserve for issuance, free from any preemptive rights, the purpose of issuance of Conversion Shares under the Note a number of shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred the Share Reserve. Company shall further require the Transfer Agent to hold such shares of Common Stock exclusively for the benefit of Holder and fifty percent (150%) to issue such shares to Holder promptly upon Holder’s delivery of a conversion notice under the maximum Note. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficient number of shares of Common Stock issuable upon (A) conversion common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) stockholders as soon as practicable (after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence, for the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% sole purpose of increasing the number of authorized shares of Common Stock. In the case of a meeting of stockholders, the Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisablemanagement shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall not reduce use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the number requirements of shares reserved for issuance hereunder without obtaining this subsection. All calculations with respect to determining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount Share Reserve shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (made without regard to any limitation limitations on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Note.

Reservation of Common Stock. (a) The Company shallMaker covenants that during the period the Note is outstanding, on or before the Closing Date, authorize it will reserve from its authorized and reserve for issuance, free from any preemptive rights, unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon (A) the conversion of this Note above the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on amount payable therefor upon such conversion or exercise that immediately prior to such increase in par value, (b) take all such action as may be set forth necessary or appropriate in order that the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of Maker may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. (c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of all of the Notes and exercise of all of Notes, the Warrants then outstanding (without regard to Maker shall take any limitation or restriction on such conversion or exercise that corporate action which may be set forth necessary in order that the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional Maker may validly and legally issue fully paid and non-assessable shares of such Common StockStock at such adjusted Conversion Price. (e) as soon as practicable (but Before taking any action which would result in no event later than the tenth (10th) business day or, an adjustment in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such outstanding Notes are authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then convertible the Maker shall call and such outstanding Warrants are exercisable. The Company shall not reduce hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Common Stock.

Reservation of Common Stock. The At all times during which a Note is convertible, the Company shallwill reserve from its authorized and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of all outstanding Notes at least (i) three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Share Reserve as and when reasonably requested by Holder in writing from time to time. In furtherance thereof, on or before from and after the Closing Date, authorize date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reserve for issuance, free from any preemptive rights, the purpose of issuance of Conversion Shares under the Note a number of shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred the Share Reserve. Company shall further require the Transfer Agent to hold such shares of Common Stock exclusively for the benefit of Holder and fifty percent (150%) to issue such shares to Holder promptly upon Holder’s delivery of a conversion notice under the maximum Note. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficient number of shares of Common Stock issuable upon (A) conversion common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) stockholders as soon as practicable (after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence, for the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% sole purpose of increasing the number of authorized shares of Common Stock. In the case of a meeting of stockholders, the Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisablemanagement shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall not reduce use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the number requirements of shares reserved for issuance hereunder without obtaining this subsection. All calculations with respect to determining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount Share Reserve shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (made without regard to any limitation limitations on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Note.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Conversion Shares issuable upon complete conversion of the Shares issued pursuant to this Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all Schedule 14C. Calculations hereunder as of the Notes date of this Agreement shall assume a Share Purchase Price of not more than $0.595, and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion as of the Reserved Amount which remains allocated Closing Date, the actual Share Purchase Price. Calculations hereunder with reference to any person or entity which does not hold any Notes shall Warrant Shares will be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all made assuming exercise of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)a cash basis.

Reservation of Common Stock. The 2.5.1 So long as the New Note remains outstanding, the Company shall, on or before the Closing Date, authorize and shall reserve for issuance, free from any preemptive rights, a number of 15 million shares of Common Stock (the “Reserved Required Reserve Amount”) equal to no less than one hundred be issued to the Investor in accordance with Section 6 hereof. 2.5.2 If, notwithstanding Section 2.5.1, and fifty percent (150%) of not in limitation thereof, at any time while the maximum New Note remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock issuable upon (A) conversion of to satisfy its obligation to reserve the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment Required Reserve Amount for issuance pursuant to the Conversion Price terms of the Notes or the Exercise Price for the Warrants this Agreement, (pursuant to anti-dilution adjustments or otherwisean “Authorized Share Failure”), then the Reserved Amount is less than 125% of Company shall as practicable as possible take all action necessary to increase the number of Company’s authorized shares of Common Stock then issuable upon conversion of all or effectuate a reverse split of the Notes and exercise of all Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount. Without limiting the generality of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the tenth (10th) business day oroccurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. In the event that stockholder approval the Company is required, prohibited from issuing shares of Common Stock pursuant to the sixtieth (60th) day following such date) terms of this Agreement due to increase the Reserved Amount failure by the Company to no less than 150% have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock into which Stock, the “Authorized Failure Shares”), in lieu of delivering such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Authorized Failure Shares to the Investor, the Company shall not reduce pay to the Investor, in cash, an amount equal to the sum of (i) the product of (x) such number of shares reserved for issuance hereunder without obtaining Authorized Failure Shares and (y) the written consent greatest Closing Sale Price of the holders Common Stock on any Trading Day during the period commencing on the date the Investor delivers the applicable Issuance Notice with respect to such Authorized Failure Shares to the Company and ending on the date of twosuch issuance and payment under this Section 2.5.2; and (ii) to the extent the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, any brokerage commissions and other out-thirds (2/3) of-pocket expenses, if any, of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase Investor incurred in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)connection therewith.

Reservation of Common Stock. The 2.5.1. So long as the New Note remains outstanding, the Company shallshall reserve the amount of Common Stock required to be reserved under the New Note (the “Required Reserve Amount”) to be issued to the Investor in accordance with the terms hereof. 2.5.2. If, on or before notwithstanding Section 2.5.1, and not in limitation thereof, at any time while the Closing Date, authorize and reserve for issuance, free from any preemptive rights, New Note remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount for issuance pursuant to the terms of this Agreement (an “Authorized Share Failure”), then the “Reserved Amount”) equal Company shall as soon as practicable take all action necessary to no less than one hundred and fifty percent (150%) of increase the maximum number of Company’s authorized shares of Common Stock issuable upon (A) conversion or effectuate a reverse split of the outstanding Notes in full at Common Stock to an amount sufficient to allow the Conversion Price then in effect and (B) exercise Company to reserve the Required Reserve Amount. Without limiting the generality of the outstanding Warrants in full at the Exercise Price then in effectforegoing sentence, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day oroccurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. In the event that stockholder approval the Company is required, prohibited from issuing shares of Common Stock pursuant to the sixtieth (60th) day following such date) terms of this Agreement due to increase the Reserved Amount failure by the Company to no less than 150% have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock into which Stock, the “Authorized Failure Shares”), in lieu of delivering such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Authorized Failure Shares to the Investor, the Company shall not reduce pay to the Investor, in cash, an amount equal to the sum of (i) the product of (x) such number of shares reserved for issuance hereunder without obtaining Authorized Failure Shares and (y) the written consent of the holders of two-thirds greatest Closing Sale Price (2/3as defined below) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among Common Stock on any Trading Day during the Purchasers based period commencing on the principal amount date the Investor delivers the applicable Issuance Notice (as defined below) with respect to such Authorized Failure Shares to the Company and ending on the date of such issuance and payment under this Section 2.5.2; and (ii) to the extent the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Notes issued to each Purchaser at the Closing. Each increase Investor incurred in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)connection therewith.

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Warrants, and the transfer agent for the shares of Common Stock and every sub- sequent transfer agent for any shares of the Company's Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full rights of purchase aforesaid are irrevocably authorized and directed at the Conversion Price then in effect all times to reserve such number of authorized and (B) unissued shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the outstanding Warrants in full shall be, at the Exercise Price time of delivery of the certificates of such shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other shares of Common Stock are then in effectlisted. So long as any unexpired Warrants remain outstanding, in the Company will file such post-effective amendments to the registration statement (Form SB-2, Registration No. 333-________) (the "Registration Statement") filed pursuant to the Act with respect to the Warrants (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Warrant, a prospectus meeting the requirements of Section 10(a)(3) of the Act and otherwise complying therewith, and will deliver such a prospectus to each such case without regard person. To the extent that during any period it is not reasonably likely that the Warrants will be exercised, due to market price or otherwise, the Company need not file such a post-effective amendment during such period. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock and with every subsequent transfer agent for any limitation or restriction on such conversion or shares of the Company's Common Stock issuable upon the exercise that may be set forth in of the Notes or rights of purchase represented by the Warrants. In The Warrant Agent is irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed stock certificates for that purpose. All Warrants surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Company, and such cancelled Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the date of expiration of the Notes and exercise Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in and thereafter no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder Warrants which shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)have expired.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Shares pursuant to this Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 90th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).Schedule 14C.

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Class A and Class B warrants, and the transfer agent for the shares of Common Stock and every subsequent transfer agent for any shares of the Company's Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full rights of purchase aforesaid are irrevocably authorized and directed at the Conversion Price then in effect all times to reserve such number of authorized and (B) unissued shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the outstanding Warrants in full Class A and Class B warrants shall be, at the Exercise Price time of delivery of the certificates of such shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other shares of Common Stock are then in effectlisted. So long as any unexpired Class A or Class B warrants remain outstanding, in the Company will file such post-effective amendments to the registration statement (Form SB-2, Registration No. ) (the "Registration Statement") filed pursuant to the Act with respect to the Class A or Class B Warrants (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Class A or Class B Warrant, a prospectus meeting the requirements of Section 10(a)(3) of the Act and otherwise complying therewith, and will deliver such a prospectus to each such case without regard person. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock and with every subsequent transfer agent for any shares of the Company's Common Stock issuable upon the exercise of the rights of purchase represented by the Class A and Class B warrants. The Warrant Agent is irrevocably authorized to any limitation or restriction on requisition from time to time from such conversion or exercise transfer agent stock certificates required to honor outstanding Class A and Class B warrants. The Company will supply such transfer agent with duly executed stock certificates for that may be set forth purpose. All Class A and Class B warrants surrendered in the Notes or exercise of the Warrants. In rights thereby evidenced shall be cancelled by the event that, as a result of an adjustment Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise)Company, the Reserved Amount is less than 125% and such cancelled Class A and Class B warrants shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Class A and Class B warrants. Promptly after the date of expiration of the Notes Class A and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)Class B warrants, the Warrant Agent shall certify to the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation total aggregate amount of additional shares of Common Stock) as soon as practicable (but in Class A and Class B warrants then outstanding, and thereafter no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event Class A and Class B warrants that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)have expired.

Reservation of Common Stock. The 2.5.1 So long as the New Notes remains outstanding, the Company shall, on or before the Closing Date, authorize and shall reserve for issuance, free from any preemptive rights, a number of 40 million shares of Common Stock (the “Reserved Required Reserve Amount”) equal to no less than one hundred be issued to the Investor in accordance with Section 6 hereof. 2.5.2 If, notwithstanding Section 2.5.1, and fifty percent (150%) of not in limitation thereof, at any time while the maximum New Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock issuable upon (A) conversion to satisfy its obligation to reserve 40 million shares of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment its Common Stock for issuance pursuant to the Conversion Price terms of the Notes or the Exercise Price for the Warrants this Agreement, (pursuant to anti-dilution adjustments or otherwisean “Authorized Share Failure”), then the Reserved Amount is less than 125% of Company shall as practicable as possible take all action necessary to increase the number of Company’s authorized shares of Common Stock then issuable upon conversion of all or effectuate a reverse split of the Notes and exercise of all Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount. Without limiting the generality of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the tenth (10th) business day oroccurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. In the event that stockholder approval the Company is required, prohibited from issuing shares of Common Stock pursuant to the sixtieth (60th) day following such date) terms of this Agreement due to increase the Reserved Amount failure by the Company to no less than 150% have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock into which Stock, the “Authorized Failure Shares”), in lieu of delivering such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Authorized Failure Shares to the Investor, the Company shall not reduce pay to the Investor, in cash, an amount equal to the sum of (i) the product of (x) such number of shares reserved for issuance hereunder without obtaining Authorized Failure Shares and (y) the written consent greatest Closing Sale Price of the holders Common Stock on any Trading Day during the period commencing on the date the Investor delivers the applicable Issuance Notice with respect to such Authorized Failure Shares to the Company and ending on the date of twosuch issuance and payment under this Section 2.5.2; and (ii) to the extent the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, any brokerage commissions and other out-thirds (2/3) of-pocket expenses, if any, of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase Investor incurred in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)connection therewith.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Conversion Shares issuable upon complete conversion of the Shares issued pursuant to this Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all Schedule 14C. Calculations hereunder as of the Notes date of this Agreement shall assume a Per Share Purchase Price of not more than $121, and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion as of the Reserved Amount which remains allocated Closing Date, the actual Per Share Purchase Price. Calculations hereunder with reference to any person or entity which does not hold any Notes shall Warrant Shares will be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all made assuming exercise of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)a cash basis.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Conversion Shares issuable upon complete conversion of the Shares issued pursuant to this Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 90th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall number of authorized shares of Common Stock without soliciting its stockholders, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. Calculations hereunder with reference to Warrant Shares will be allocated pro rata among the Holders based on the amount of Registrable Securities into which all made assuming exercise of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)cash basis.

Reservation of Common Stock. The As of the date of the effectiveness of the Registration Statement, the Company shall, on or before the Closing Date, authorize shall reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a number of shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock necessary, from time to time, to enable the Company to satisfy any obligation to issue the Put Shares for the Minimum Commitment Amount (based upon the then issuable upon conversion of all applicable Market Price as if a Put Date occurred twelve Trading Days before the last Trading Day of the Notes most recent fiscal quarter of the Company) and the Blackout Shares, if any, and to issue shares of Common Stock in connection with the exercise of all the Warrant. If at any time the Company is obligated to deliver Blackout Shares to Investor under Section 2.6 and the Company does not have a sufficient number of authorized but unissued and unreserved shares to deliver the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)requisite number of Blackout Shares, the Company shall take action (including without limitation seeking stockholder approval for deliver to Investor such number of Blackout Shares that the authorization or reservation of additional shares of Common Stock) as soon as practicable (Company has authorized but in no event later than the tenth (10th) business day or, in the event that stockholder approval is requiredunissued and unreserved. In either case, the sixtieth (60th) day following such date) Company shall, at its expense, promptly seek and use its best efforts to obtain shareholder approval as required under the Delaware General Corporation Law to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which it is authorized to issue, in order to meet all of its obligations to issue Put Shares and Blackout Shares (if any) under this Agreement, such that the Company shall have reserved for issuance under this Agreement at least 125% of the shares required for issuance under the Minimum Commitment Amount, based upon the then applicable Market Price as if a Put Date occurred within five days prior to the date of the proxy statement prepared by the Company in connection with such authorization, less the number of Put Shares that may have been issued under this Agreement. In no circumstances shall the Company issue a Put Notice requiring Investor to purchase more shares of Common Stock than the Company has authority to issue based upon the then number of shares of Common Stock outstanding Notes are then convertible and such outstanding Warrants are exercisableor reserved for issuance. The Company shall not reduce number of shares so reserved from time to time, as theretofore increased or reduced as hereinafter provided, may be reduced by the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)actually delivered hereunder.

Reservation of Common Stock. The Company shallhereby represents, on or before warrants and covenants that there have been reserved, and the Closing DateCompany shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, authorize out of the authorized and reserve unissued shares of Common Stock, sufficient shares to provide for issuancethe exercise of the rights of purchase represented by this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing share certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, free from any preemptive rightsat the time of delivery of the certificates for such Warrant Shares, a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number of shares of Common Stock issuable upon (A) conversion Company free from all taxes, liens and charges created by the Company in respect of the outstanding Notes issue thereof (other than taxes in full at the Conversion Price then in effect respect of any transfer occurring contemporaneously with such issue). Except and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of extent as waived or consented to by the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)Warrantholder, the Company shall take action (including not by any action, including, without limitation seeking stockholder approval for limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the authorization observance or reservation performance of additional shares any of Common Stock) as soon as practicable (the terms of this Warrant, but will at all times in no event later than the tenth (10th) business day or, good faith assist in the event that stockholder approval is requiredcarrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Warrantholder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the sixtieth Company will (60tha) day following such date) to not increase the Reserved Amount par value of any Warrant Share above the amount payable therefor upon such exercise immediately prior to no less than 150% such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of shares of Common Stock into Warrant Shares for which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The this Warrant is exercisable or in the Exercise Price, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible necessary from any public regulatory body or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)bodies having jurisdiction thereof.

Reservation of Common Stock. The Company shallcovenants and agrees that all shares of Common Stock, on or before if any, that may be issued upon the Closing Dateexercise of the rights represented by the Warrant will, authorize upon issuance, be validly issued and reserve for issuanceoutstanding, fully paid and non-assessable. The Company further covenants and agrees that the Company will, at all times during the term hereof, have authorized and reserved, free from any preemptive rights, a sufficient number of shares of Common Stock (to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) full exercise of the maximum rights represented by the Warrant. If at any time during the term hereof the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of the Warrant in full, the Company will take such corporate action as may, in the reasonable opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. This Warrant has been validly issued and is free of restrictions on transfer other than restrictions on transfer set forth herein and under applicable state and federal securities laws. Subject to applicable restrictions on transfer, the issuance and delivery of this Warrant and the shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard this Warrant are not subject to any limitation preemptive or restriction on such conversion other similar rights or exercise that may be any liens or encumbrances except as specifically set forth in the Notes Company’s Charter or this Warrant. The Company agrees that it will, and will cause its subsidiaries and representatives to, use their commercially reasonable efforts to list and qualify the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock that are issued to the Warrantholder upon the exercise of this Warrant for trading on NASDAQ or any other securities exchange then issuable upon conversion of all applicable as soon as reasonably practicable following the satisfaction of the Notes Company’s obligations under the 2023 Registration Rights Agreement. Except and exercise of all of to the Warrants then outstanding (without regard extent as waived or consented to any limitation or restriction on such conversion or exercise that may be set forth in by the Notes or the Warrants)Warrantholder, the Company shall take action (including not by any action, including, without limitation seeking stockholder approval for limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the authorization observance or reservation performance of additional shares any of Common Stock) as soon as practicable (the terms of this Warrant or the 2023 Registration Rights Agreement, but will at all times in no event later than the tenth (10th) business day or, good faith assist in the event that stockholder approval is requiredcarrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Warrantholder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the sixtieth Company will (60thi) day following such date) to not increase the Reserved Amount to no less than 150% par value of the number of any shares of Common Stock into which issuable upon exercise of this Warrant above the amount payable therefor upon such outstanding Notes are then convertible and exercise immediately prior to such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Reserved Amount shall be allocated pro rata among Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the Holders based on exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard Company to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)perform its obligations under this Warrant.

Reservation of Common Stock. The Company shall, on or before the Closing Date, authorize Corporation covenants that it will at all times reserve and reserve for issuancekeep available, free from any preemptive rights, a out of the aggregate of its authorized but unissued shares of Common Stock or other capital stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of the Series B Preferred Stock, the full number of shares of Common Stock (or other capital stock deliverable upon the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) conversion of the maximum number of all outstanding shares of Common Series B Preferred Stock issuable upon not theretofore converted. For purposes of this paragraph (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwisef), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable or other capital stock which shall be deliverable upon the conversion of all outstanding shares of Series B Preferred Stock shall be computed as if at the Notes and exercise time of computation all of the Warrants then such outstanding (without regard to shares were held by a single holder. Before taking any limitation or restriction on such conversion or exercise that may be set forth action which would cause an adjustment in the Notes or the Warrants)conversion price, the Company shall Corporation will take any corporate action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day orwhich may, in the event opinion of its counsel, be necessary in order that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of Corporation may validly and legally issue fully paid and non-assessable shares of Common Stock into which or other capital stock at such outstanding Notes are then convertible and such outstanding Warrants are exercisableadjusted Conversion Price. The Company Corporation shall not reduce cause the number shares of shares reserved for issuance hereunder without obtaining the written consent Common Stock required to be delivered upon conversion of the holders of two-thirds (2/3) of Series B Preferred Stock prior to such delivery to be listed upon each securities exchange, if any, upon which the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder outstanding Common Stock is listed at the time of such increase are convertible or exercisable (without regard delivery, but any failure of the Corporation to do so shall not impair the conversion rights of the holders of the Series B Preferred Stock. Prior to the delivery of any limitation on such securities which the Corporation shall be obligated to deliver upon conversion or exercise). In of the event that a Holder Series B Preferred Stock, the Corporation shall sell or otherwise transfer any use its best efforts to comply with all Federal and state laws and regulations thereunder requiring the registration of such Holder’s Notessecurities with, each transferee shall be allocated a pro rata portion or any approval of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated consent to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to delivery thereof by, any limitation on such conversion or exercise)governmental authority.

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy any obligation to issue shares of its Common Stock upon conversion of the Preferred Stock and Preferred Stock upon exercise of the Warrant; provided, however, that the number of shares so reserved shall, except as hereinafter and in the Preferred Stock (and in the Certificate of Designation related thereto) provided, shall be 6,044,680 shares, subject to reduction and increase as hereinafter provided. The number of shares so reserved may be reduced by the number of shares actually delivered pursuant to conversion of Preferred Stock or exercise of the Warrant (provided that in no event shall the number of shares so reserved be less than the maximum number required to satisfy the remaining conversion rights on the unconverted Preferred Stock and the remaining exercise rights under unexercised portion of the Warrant) and the number of shares so reserved shall be increased to reflect stock splits and stock dividends and distributions. In the event the number of shares so reserved shall be insufficient for issuance upon the conversion of the Preferred Stock and exercise of the Warrant, or if the Holders of the Preferred Stock would at any time upon conversion thereof be entitled to the issuance of shares of Common Stock in excess of the limitation in Section 5(d) of the Certificate of Designation relating to the Preferred Stock, then in either case the Company shall use its best efforts and all due diligence to obtain the approval by its shareholders of this Agreement and all transactions contemplated hereunder, including the authorization of such additional shares as may be required to issue such shares in excess of the number so reserved or in excess of such limitation, as the case may be. The Board of Directors of the Company shall recommend such approval to the shareholders. The Company shall, on or before the Closing DateAugust 31, authorize 1997, holder a meeting of its stockholders and reserve for issuance, free from any preemptive rights, a number of shares of Common Stock (the “Reserved Amount”) equal use its best efforts to no less than one hundred and fifty percent (150%) obtain at such meeting such approvals of the maximum number Company's stockholders as may be required to issue all of the shares of Common Stock issuable upon conversion of, or otherwise with respect to, the Preferred Stock (A) conversion of including the outstanding Notes in full at the Conversion Price then in effect and (B) Preferred Stock issuable upon exercise of the outstanding Warrants in full at the Exercise Price Warrants) without violating NASD Rule 4460(i) 9or any successor rule threto which may then be in effect). The Company shall comply with the filing and disclosure requirements of Section 14 promulgated under the Exchange Act in connection with the solicitation, in each acquisition and disclosure of such case without regard to any limitation or restriction on stockholder approval. The Company represents and warrants that its Board of Directors has unanimously recommended that the Company's stockholders approve the proposals contemplated by this Section 4.2 and shall so indicate such conversion or exercise that may be set forth recommendation in the Notes or the Warrantsproxy statement used to solicit such stockholder approval. In the event that, as a result of The Company represents and warrants that it has reserved an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of additional approximately 1,800,000 shares of Common Stock then issuable for issuance upon conversion of all of the Notes Company's 6% Subordinated Convertible Debentures and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of its Common Stock into which such outstanding Notes are then convertible and such outstanding Purchase Warrants are exercisableissued in May 1996. The Company shall not reduce the number of shares reserved agrees to maintain such reserve for issuance hereunder without obtaining the written consent of the holders of two-thirds such purposes (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated except to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of extent that such increase shares are convertible or exercisable (without regard to issued upon any limitation on such conversion or exercise).

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Underlying Shares pursuant to the conversion of the Notes and upon exercise of the Warrants (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).Schedule 14C.

Reservation of Common Stock. The Company shallshall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, on for the purpose of effecting the conversion of the Series B Preferred Stock and exercise of the Warrants and otherwise complying with the terms of this Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Series B Preferred Stock and exercise of the Warrants all as from time to time outstanding or before otherwise to comply with the Closing Dateterms of this Agreement. Notwithstanding the foregoing, authorize and reserve because there is no "floor" or minimum conversion or exercise price applicable to the Subject Securities, it is mathematically possible that the Subject Securities could convert into or become exercisable for issuance, free from any preemptive rights, a number of shares of Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) that it is in excess of the maximum Company's authorized capital thereof. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Series B Preferred Stock or the exercise of the Warrants or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action (including the obtaining of stockholder approval) as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable Federal or state Securities laws in connection with the issuance or delivery of shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect Series B Preferred Stock and (B) exercise of the outstanding Warrants in full at Warrants. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, reclassification, consolidation, merger, sale of assets, dissolution, issue or sale of Securities or other voluntary action, avoid or seek to avoid the Exercise Price then in effect, in each such case without regard to observance or performance of any limitation of the terms of the Series B Preferred Stock or restriction on such conversion or exercise that may be set forth in the Notes Conversion Shares or the Warrants. In the event that, if any, and will at all times carry out all such terms and take all such action as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth necessary or appropriate in order to protect the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent conversion rights of the holders of two-thirds (2/3) the Series B Preferred Stock and exercise rights of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount holders of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Warrants.

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Warrants, and the transfer agent for the shares of Common Stock and every subsequent transfer agent for any shares of the Company's Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full rights of purchase aforesaid are irrevocably authorized and directed at the Conversion Price then in effect all times to reserve such number of authorized and (B) unissued shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the outstanding Warrants in full shall be, at the Exercise Price time of delivery of the certificates of such shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other shares of Common Stock are then in effectlisted. So long as any unexpired Warrants remain outstanding, in the Company will file such post-effective amendments to the registration statement (Form S-1, Registration No. 333-9583) (the "Registration Statement") filed pursuant to the Act with respect to the Warrants (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Warrant, a prospectus meeting the requirements of Section (a) (3) of the Act and otherwise complying therewith, and will deliver such prospectus to each such case without regard person. To the extent that during any period it is not reasonably likely that the Warrants will be exercised, due to market price or otherwise, the Company need not file such a post-effective amendment during such period. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock and with every subsequent transfer agent for any limitation or restriction on such conversion or shares of the Company's Common Stock issuable upon the exercise that may be set forth in of the Notes or rights of purchase represented by the Warrants. In The Warrant Agent is irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed stock certificates for that purpose. All Warrants surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Company, and such cancelled Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the date of expiration of the Notes and exercise Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in and thereafter no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder Warrants which shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)have expired.

Reservation of Common Stock. (a) The Company shallMaker covenants that during the period the Note is outstanding, on or before the Closing Date, authorize it will reserve from its authorized and reserve for issuance, free from any preemptive rights, unissued Class A Common Stock a sufficient number of shares to provide for the issuance of Class A Common Stock (the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) of the maximum number Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Class A Common Stock of the Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Class A Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTCBulletin Board (or such other principal market upon which the Class A Common Stock of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Class A Common Stock issuable upon the conversion of this Note above the amount payable therefor upon such conversion immediately prior to such increase in par value, (Ab) take all such action as may be necessary or appropriate in order that the Maker may validly and legally issue fully paid and non-assessable shares of Class A Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. (c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Class A Common Stock issuable upon conversion of the outstanding Notes in full at Notes, the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to Maker shall take any limitation or restriction on such conversion or exercise that corporate action which may be set forth necessary in order that the Notes or the Warrants. In the event that, as a Maker may validly and legally issue fully paid and non- assessable shares of such Class A Common Stock at such adjusted Conversion Price. (e) Before taking any action which would result of in an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of in the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Class A Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such outstanding Notes are authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Maker does not have a sufficient number of authorized and available shares of Class A Common Stock for issuance upon conversion of the Note, then convertible the Maker shall call and such outstanding Warrants are exercisable. The Company shall not reduce hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)Class A Common Stock.

Reservation of Common Stock. The (a) As of the date hereof, the Company shall, on or before has reserved and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock (for the “Reserved Amount”) equal purpose of enabling the Company to no less than one hundred issue Shares pursuant to this Agreement and fifty percent (150%) of the maximum number of shares of Common Stock issuable Warrant Shares upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event . (b) The Company covenants that, as a result of an adjustment to promptly following the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of shares of Common Stock then issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)Closing Date, the Company shall take all corporate action necessary to call a meeting of its stockholders (including without limitation seeking stockholder approval the “Stockholders’ Meeting”), which shall occur not later than [•], 2024 , for the authorization or reservation purpose of additional shares seeking approval of the Company’s stockholders (the “Stockholder Approval”) with respect to the issuance of the Common Stock) Warrants and all Common Warrant Shares issuable upon the exercise thereof. In connection therewith, the Company will as soon as reasonably practicable after the Closing Date file with the Commission proxy materials (but including a proxy statement and form of proxy) for use at the Stockholders’ Meeting and, after receiving and promptly responding to any comments of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials to the stockholders of the Company. The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in no relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the Stockholders of the Company in connection with the Stockholders’ Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders’ Meeting, any event later than relating to the tenth (10th) business day orCompany or the Subsidiary or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the event Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agents. The Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is required, obtained. The provisions of this Section 4.9(b) shall only apply if the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce exercisable until the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s NotesStockholder Approval, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated pursuant to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)terms thereof.

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved for each Purchaser and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for the purpose of enabling the Company to issue the Conversion Shares issuable upon complete conversion of the Shares issued pursuant to this Agreement (such amount being the “Reserved AmountRequired Minimum”) equal to no less than one hundred and fifty percent (150%) of ). If, on any date, the maximum number of authorized but unissued (and otherwise unreserved) shares of Common Stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% the Required Minimum on such date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock then issuable upon conversion of all to at least the Required Minimum at such time, as soon as possible and in any event not later than the 90th day after such date. Without limiting the generality of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)foregoing sentence, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the tenth (10th) business day or, in the event that stockholder approval is requiredoccurrence of such Authorized Share Failure, the sixtieth (60th) day following such date) to Company shall hold a meeting of its stockholders for the approval of an increase the Reserved Amount to no less than 150% of in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock into which and to cause its board of directors to recommend to the stockholders that they approve such outstanding Notes are then convertible and proposal. Notwithstanding the foregoing, if any such outstanding Warrants are exercisable. The time of an Authorized Share Failure, the Company shall not reduce the number of shares reserved for issuance hereunder without obtaining is able to obtain the written consent of the holders of two-thirds (2/3) a majority of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among shares of its issued and outstanding Common Stock to approve the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among number of authorized shares of Common Stock without soliciting its stockholders, the Holders based Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).Schedule 14C.

Reservation of Common Stock. The There have been reserved, and the Company shallshall at all times keep reserved, on or before out of the Closing Date, authorize authorized and reserve for issuance, free from any preemptive rightsunissued shares of Common Stock, a number of shares of Common Stock (sufficient to provide for the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number rights of purchase represented by the Warrants, and the transfer agent for the shares of Common Stock and every subsequent transfer agent for any shares of the Company's Common Stock issuable upon (A) conversion the exercise of any of the outstanding Notes in full rights of purchase aforesaid are irrevocably authorized and directed at the Conversion Price then in effect all times to reserve such number of authorized and (B) unissued shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the outstanding Warrants in full shall be, at the Exercise Price time of delivery of the certificates of such shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other shares of Common Stock are then in effectlisted. So long as any unexpired Warrants remain outstanding, in the Company will file such post-effective amendments to the registration statement (Form SB-2, Registration No. 333-14519) (the "Registration Statement") filed pursuant to the Act with respect to the Warrants (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Warrant, a prospectus meeting the requirements of Section 10(a)(3) of the Act and otherwise complying therewith, and will deliver such a prospectus to each such case without regard person. To the extent that during any period it is not reasonably likely that the Warrants will be exercised, due to market price or otherwise, the Company need not file such a post-effective amendment during such period. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock and with every subsequent transfer agent for any limitation or restriction on such conversion or shares of the Company's Common Stock issuable upon the exercise that may be set forth in of the Notes or rights of purchase represented by the Warrants. In The Warrant Agent is irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed stock certificates for that purpose. All Warrants surrendered in the event that, as a result exercise of an adjustment the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Conversion Price of the Notes or the Exercise Price for the Company, and such cancelled Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% shall constitute sufficient evidence of the number of shares of Common Stock then issuable which have been issued upon conversion the exercise of all such Warrants. Promptly after the date of expiration of the Notes and exercise Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants)outstanding, the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in and thereafter no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued subject to each Purchaser at the Closing. Each increase reservation in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time respect of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder Warrants which shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)have expired.

Reservation of Common Stock. The Company shall(a) Following the receipt of the Stockholder Approvals, on the Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock or before shares acquired by the Closing DateCorporation, authorize and reserve solely for issuance, issuance upon the conversion of shares of Series C Preferred Stock as provided in this Certificate of Designations free from any preemptive or other similar rights, a such number of shares of Common Stock (as shall from time to time be issuable upon the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) conversion of all the maximum number of shares of Common Series C Preferred Stock issuable upon (A) conversion then outstanding. For purposes of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwisethis Section 14(a), the Reserved Amount is less than 125% of the number of shares of Common Stock then that shall be deliverable upon the conversion of all outstanding shares of Series C Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder. (b) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Series C Preferred Stock, as herein provided, shares of Common Stock acquired by the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances. (c) All shares of Common Stock delivered upon conversion of the Series C Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances. (d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series C Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority. (e) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Corporation 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 the Common Stock issuable upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Series C Preferred Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. The As of the date hereof, the Company shall, on or before has reserved and the Closing Date, authorize Company shall continue to reserve and reserve for issuancekeep available at all times, free from any of preemptive rights, a sufficient number of shares of Common Stock (for the “Reserved Amount”) equal purpose of enabling the Company to issue the Shares pursuant to this Agreement, Pre-Funded Warrant Shares pursuant to any exercise of the Pre-Funded Warrants and Warrant Shares pursuant to any exercise of the Warrants. For avoidance of doubt, so long as any portion of any of the Warrants or Pre-Funded Warrants remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than one hundred and fifty percent (150%) 100% of the sum of the maximum number of shares of Common Stock Warrant Shares or Pre-Funded Warrant Shares issuable upon (A) conversion exercise in full of the outstanding Notes in full at the Conversion Price then in effect and Warrants or Pre-Funded Warrants (B) exercise of the outstanding Warrants in full at the Exercise Price then in effect, in each such case without regard to any limitation limitations on the exercise of the Warrants or restriction on such conversion or exercise that may be Pre-Funded Warrants set forth in the Notes or the Warrants. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants therein) (pursuant to anti-dilution adjustments or otherwise)collectively, the Reserved Amount is less than 125% of “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock then issuable upon conversion of all reserved pursuant to this Section 4.9 be reduced other than proportionally in connection with any exercise of the Notes and exercise of all of the Warrants then outstanding (without regard to Warrants. If at any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants), the Company shall take action (including without limitation seeking stockholder approval for the authorization or reservation of additional shares of Common Stock) as soon as practicable (but in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of time the number of shares of Common Stock into which authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company's obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such outstanding Notes are then convertible authorized number of shares, and such outstanding Warrants are exercisable. The voting the management shares of the Company shall not reduce in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares reserved for issuance hereunder without obtaining is sufficient to meet the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Required Reserve Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise).

Reservation of Common Stock. The Company shall, on or before covenants that it --------------------------- will at all times from an after the Closing Date, authorize Effective Time reserve and reserve for issuancekeep available, free from any preemptive pre-emptive rights, a out of its authorized Common Stock, solely for the purpose of issue upon exercise of the Warrants, such number of shares of Common Stock (as shall then be issuable upon the “Reserved Amount”) equal to no less than one hundred and fifty percent (150%) exercise of the maximum number of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be so issuable shall upon such issue be duly authorized, validly issued, fully paid and nonassessable. Promptly after the Expiration Date of the Warrants, the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no shares of stock shall be subject to reservation in respect of such Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from the transfer agent of the Common Stock, and any subsequent transfer agent of any shares of the Company's capital stock issuable upon (A) conversion of the outstanding Notes in full at the Conversion Price then in effect and (B) exercise of the Warrants, stock certificates required to honor outstanding Warrants in full at the Exercise Price then in effect, in each Warrants. The Company hereby irrevocably authorizes its present and any future transfer agent to comply with all such case without regard to requests. The Company will supply such transfer agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any limitation or restriction on such conversion or exercise that cash which may be set forth payable as provided in the Notes or the WarrantsSection 9 of this Agreement. In the event that, as a result of an adjustment to the Conversion Price of the Notes or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Reserved Amount is less than 125% of the number of The Company covenants that if any shares of Common Stock then issuable required to be reserved for the purposes of issue upon conversion of all of the Notes and exercise of all of the Warrants then outstanding (without regard to hereunder require registration with or approval of any limitation governmental authority under any federal or restriction state law, or listing on any national securities exchange, before such conversion or exercise that shares may be set forth in the Notes or the Warrants)issued upon exercise, the Company shall take action (including without limitation seeking stockholder approval for will, in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered, approved or listed on the authorization or reservation of additional shares of Common Stock) relevant national securities exchange, as soon as practicable (but the case may be; provided, however, that in no event later than the tenth (10th) business day or, in the event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 150% of the number of shall shares of Common Stock into be issued, -------- ------- and the Company is authorized to suspend the exercise of all Warrants, for the period during which it is endeavoring to obtain such outstanding Notes are then convertible and such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without obtaining the written consent of the holders of two-thirds (2/3) of the Registrable Securities. The initial Reserved Amount shall be allocated pro rata among the Purchasers based on the principal amount of the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Holders based on the amount of Registrable Securities into which all of the Notes and Warrants held by such Holder at the time of such increase are convertible registration, approval or exercisable (without regard to any limitation on such conversion or exercise). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Notes shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Notes and Warrants at the time of such increase are convertible or exercisable (without regard to any limitation on such conversion or exercise)listing.