Common use of Reservation of Common Stock Clause in Contracts

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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.

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 (ithe “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 at anytime when this Note shall be outstandingthat, 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 Maker shall not have sufficient authorized but unissued Reserved Amount is less than 125% of the number of shares of Common Stock for the purpose of effecting the then issuable upon conversion of all amounts of the Notes and exercise of all of the Warrants then outstanding under this Note at such time (without regard to any limitations limitation or restriction on conversion) (an “Authorized Share Failure”such conversion or exercise that may be set forth in the Notes or the Warrants), it the Company shall immediately reserve and keep available such number take action (including without limitation seeking stockholder approval for the authorization or reservation of its duly authorized additional 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, Stock) 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 Failuretenth (10th) business day or, in the event that stockholder approval is required, the Maker shall sixtieth (A60th) hold a meeting of its stockholders or (Bday following such date) obtain a majority written consent of its stockholders, for to increase 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 Reserved Amount 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 inability no less than 150% of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(ginto 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 have no impact be allocated pro rata among the Purchasers based on the rank, rights, preferences and privileges principal amount of this Note, which the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be interpreted and applied as if allocated pro rata among the Maker had sufficient shares Holders based on the amount of Common Stock authorized but unissued to effect any conversion. Before taking any action Registrable Securities into which would cause an adjustment reducing the Conversion Price below the then par value all of the shares Notes and Warrants held by such Holder at the time of Common Stock issuable upon 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 this Note or which would cause the effective purchase price for the Common Stock to such Holder’s Notes, each transferee shall be less than the par value allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the shares 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 Common Stock, Registrable Securities into which all of the Maker shall take any outstanding Notes and all corporate action which may, in Warrants at the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares time of such Common Stock at increase are convertible or exercisable (without regard to any limitation on such adjusted Conversion Price conversion or effective purchase price, as the case may beexercise).

Reservation of Common Stock. (i) In Until the event that at anytime when this Note shall be outstandingNotes are paid in full, the Maker shall not have sufficient authorized but unissued Common Stock at all times keep reserved for the purpose of effecting the conversion of all amounts outstanding issuance under this Note at such time a number of shares of Common Stock as shall be necessary to satisfy the Maker’s obligation to issue shares of Common Stock hereunder (without regard to any limitations on conversionlimitation 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 while any of the Notes remain outstanding the Maker does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Notes at least a number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Notes then outstanding (the “Required Reserve Amount”) (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 then the Maker 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 an amount sufficient to allow the Maker of sufficient shares to allow conversion of maintain the Required Reserve Amount for all amounts outstanding under this Note as provided hereinthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, shareholders for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders shareholders that they approve such proposal. The inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.

Reservation of Common Stock. (i) In There have been reserved, and the event that Company shall at anytime when this Note shall be outstandingall times keep reserved, 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 out of its authorized shares of Common Stock, a number of shares of Common Stock until sufficient to provide for the exercise of the 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 the exercise of any of the aforesaid rights of purchase are irrevocably authorized and directed at all times to reserve such time as the Maker’s Certificate of Incorporation shall have been amended to increase the number of authorized shares of Common Stock to as shall be required for such number as would, at a minimum, permit the reservation by the Maker of sufficient shares to allow conversion of purpose. The Company agrees that 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 issued upon exercise of the Warrants shall be, at the 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 listed or included. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock (which may be the 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. The Warrant Agent is irrevocably authorized to cause its board 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 exercise of directors to recommend the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the stockholders that they approve Company, and such proposal. The inability cancelled Warrants shall constitute sufficient evidence of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall have certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no impact on the 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 shall be subject to effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, reservation in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares respect of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrants which shall have expired.

Reservation of Common Stock. (i) In Until the event that Notes are paid in full, the Maker shall at anytime when all times keep reserved for 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 outstanding, the Maker shall not have sufficient authorized but unissued paid in shares of 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 conversionlimitation 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 “Required Reserve Amount”) to satisfy its obligation set forth in this Section 5.7 (such failure, 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 then the Maker 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 an amount sufficient to allow the Maker of sufficient shares to allow conversion of maintain the Required Reserve Amount for all amounts outstanding under this Note as provided hereinthe Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Maker shall (A) shall, to the extent necessary or advisable in order to cure sure Authorized Share Failure, hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, shareholders for the authorization approval of an increase in the number of authorized shares of Common Stock. In , in connection with such meeting, the Maker shall provide each stockholder shareholder with a proxy statement statement, and shall use its best efforts to solicit its stockholdersshareholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders shareholders that they approve such proposal. The inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beincrease.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved and the Company shall not have sufficient authorized but unissued continue to reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of effecting 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 all amounts outstanding under this Note the Preferred Stock and exercise of the Warrant, or if the Holders of the Preferred Stock would at such any time (without regard upon conversion thereof be entitled to any limitations on conversion) (an “Authorized Share Failure”), it shall immediately reserve and keep available such number the issuance of its duly authorized 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 is may be required to issue such shares in fact available as excess of that date and shall immediately take all action necessary to increase the number so reserved or in excess of its authorized shares of Common Stock until such time limitation, as the Maker’s Certificate case may be. The Board 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 Directors of the foregoing sentenceCompany shall recommend such approval to the shareholders. The Company shall, as soon as practicable after the occurrence of an Authorized Share Failureon or before August 31, but in no event later than 60 days after the occurrence of such Authorized Share Failure1997, 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 obtain at such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve meeting such proposal. The inability approvals of the Maker Company's stockholders as may be required to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value issue all of the shares of Common Stock issuable upon conversion of this Note of, or which would cause otherwise with respect to, the effective purchase price for Preferred Stock (including the Common Preferred Stock to be less than the par value issuable upon exercise of the 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, acquisition and disclosure of such 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 recommendation in the proxy statement used to solicit such stockholder approval. The Company represents and warrants that it has reserved an additional approximately 1,800,000 shares of Common Stock, Stock for issuance upon conversion of the Maker shall take any Company's 6% Subordinated Convertible Debentures and all corporate action which may, in the opinion exercise of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at Purchase Warrants issued in May 1996. The Company agrees to maintain such adjusted Conversion Price reserve for such purposes (except to the extent that such shares are issued upon any such conversion or effective purchase price, as the case may beexercise).

Reservation of Common Stock. (i) In The Company shall, on the event that Closing Date, have authorized and reserved for issuance to the Investors free from any preemptive rights, and shall keep available at anytime when this Note shall be all times during which any Warrants are 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the “Reserved Amount”) shall have no impact that, on the rankClosing Date, rightsis not less than one hundred percent (100%) of the number of Warrant Shares issuable upon exercise of all of the Warrants issued at the Closing, preferences and privileges of this Note, which without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Warrants. The Reserved Amount shall be interpreted and applied as if allocated in accordance with each Investor’s Pro Rata Share. In the Maker had sufficient shares event that an Investor shall sell or otherwise transfer any of Common Stock authorized but unissued to effect any conversionsuch Investor’s Warrants, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value Any portion of the shares Reserved Amount allocated to any Investor or other Person which no longer holds any Warrants shall be reallocated to the remaining Investors pro rata based on the number of Common Stock Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred percent 100% of the Registrable Securities issuable upon the exercise of the Warrants (without regard to any restriction on such conversion or exercise), the Company shall take such action (including without limitation holding a meeting of this Note or which would cause its stockholders) to increase the effective purchase price for Reserved Amount to cover 100% of the Common Stock Registrable Securities issuable upon such conversion and exercise, such increase to be less effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event stockholder approval is required for such increase) following the Company’s receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price or effective purchase pricedeficiency. While any Warrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor then holding Warrants.

Reservation of Common Stock. (i) In The Company covenants and agrees that all shares of Common Stock, if any, that may be issued upon the event that at anytime when this Note shall exercise of the rights represented by the Warrant will, upon issuance, be validly issued and outstanding, fully paid and non-assessable. The Company further covenants and agrees that the Maker shall not Company will, at all times during the term hereof, have authorized and reserved, free from preemptive rights, a 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 to provide for the full exercise of that date and shall immediately take all action necessary to increase the rights represented by the Warrant. If at any time during the term hereof the number of its authorized but unissued shares of Common Stock until shall not be sufficient to permit exercise of the Warrant in full, the Company will take such time corporate action as may, in the Maker’s Certificate reasonable opinion of Incorporation shall have been amended its counsel, be necessary to increase the number of its authorized but unissued shares of Common Stock to such number of shares as wouldshall 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, at a minimumthe issuance and delivery of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant are not subject to any preemptive or other similar rights or any liens or encumbrances except as specifically set forth in the Company's Charter or this Warrant. The Company agrees that it will, permit and will cause its subsidiaries and representatives to, use their commercially reasonable efforts to list and qualify the reservation 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 applicable as soon as reasonably practicable following the satisfaction of the Company's obligations under the June 2015 Registration Rights Agreement. Except and to the extent as waived or consented to by the Maker Warrantholder, the Company shall not by any action, including, without limitation, amending its certificate of sufficient shares 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 allow conversion avoid the observance or performance of any of the terms of this Warrant or the June 2015 Registration Rights Agreement, but will at all times in good faith assist in the carrying out of all amounts outstanding under 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 Note as provided hereinWarrant against impairment. 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 Failureforegoing, the Maker shall Company will (Ai) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for not increase 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the any shares of Common Stock issuable upon conversion exercise of this Note or which would cause Warrant above the effective purchase price for the Common Stock amount payable therefor upon such exercise immediately prior to be less than the such increase in par value of the shares of Common Stockvalue, the Maker shall (ii) take any and all corporate such action which may, in the opinion of its counsel, as may be necessary or appropriate in order that the Maker Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such adjusted Conversion Price authorizations, exemptions or effective purchase priceconsents from any public regulatory body having jurisdiction thereof, as the case may be, necessary to enable the Company to perform its obligations under this Warrant.

Reservation of Common Stock. (ia) In The Maker covenants that during the event period the Note is outstanding, it will reserve from its authorized and 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 at anytime when its issuance of this Note shall be outstanding, constitute full authority to its officers who are charged with the Maker shall not have sufficient authorized but unissued Common Stock duty of executing stock certificates to execute and issue the necessary certificates 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 the Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to increase the number of its authorized assure that such shares of Common Stock until 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 time as other principal market upon which 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 of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of sufficient shares 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 allow conversion 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 amounts outstanding under this Note such terms and in the taking of all such actions as provided hereinmay be necessary or appropriate to protect the rights of Holder against impairment. 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 Failureforegoing, the Maker shall will (Aa) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for not increase 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the any shares of Common Stock issuable upon the conversion of this Note or which would cause above the effective purchase price for the Common Stock amount payable therefor upon such conversion immediately prior to be less than the such increase in par value of the shares of Common Stockvalue, the Maker shall (b) take any and all corporate such action which may, in the opinion of its counsel, as may be necessary or appropriate in order that the 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 the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price Price. (e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or effective purchase pricein the Conversion Price, the Maker 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 case may beMaker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker 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 of Common Stock.

Reservation of Common Stock. (ia) In The Maker covenants that during the event period the Note is outstanding, it will reserve from its authorized and 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 at anytime when its issuance of this Note shall be outstanding, constitute full authority to its officers who are charged with the Maker shall not have sufficient authorized but unissued Common Stock duty of executing stock certificates to execute and issue the necessary certificates 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 the Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to increase the number of its authorized assure that such shares of Common Stock until 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 time as other principal market upon which 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 of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of sufficient shares 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 allow conversion 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 amounts outstanding under this Note such terms and in the taking of all such actions as provided hereinmay be necessary or appropriate to protect the rights of Holder against impairment. 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 Failureforegoing, the Maker shall will (Aa) hold a meeting not increase the par value of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization of an increase in the number of authorized any shares of Common Stock. In connection with Stock issuable upon the conversion of this Note above the amount payable therefor upon such meetingconversion immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Maker shall provide each stockholder with a proxy statement may validly and shall legally issue fully paid and non-assessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to solicit 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 stockholders’ approval obligations under this Note. (c) Upon the request of such increase Holder, the Maker will at any time during the period this Note is outstanding acknowledge in authorized shares writing, in form reasonably satisfactory to Holder, the continuing validity of Common Stock this Note and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability obligations of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(ghereunder. (d) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value value, if any, of the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common StockNotes, the Maker shall take any and all corporate action which may, in the opinion of its counsel, may be necessary in order that the Maker may validly and legally issue fully paid and nonassessable non-assessable shares of such Common Stock at such adjusted Conversion Price Price. (e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or effective purchase pricein the Conversion Price, the Maker 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 case may beMaker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker 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 of Common Stock.

Reservation of Common Stock. (i) In The Company shall, on the event that Closing Date, have authorized and reserved for issuance to the Investors free from any preemptive rights, and shall keep available at anytime when this Note shall be all times during which any Debentures or Warrants are 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the “Reserved Amount”) shall have no impact that, on the rankClosing Date, rightsis not less than two hundred percent (200%) of the sum of (i) the number of Stock Option Shares that would be issuable if the Debentures were then repaid in full in Stock Option Shares (and not in cash) plus (ii) the number of Warrant Shares that would be issuable if the Warrants were then exercised in full; in each such case, preferences and privileges without regard to any limitation or restriction on (x) the issuance of this Note, which such Securities or (y) the exercise of any Warrants. The Reserved Amount shall be interpreted and applied as if allocated among the Maker had sufficient shares Investors in accordance with each Investor’s Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of Common Stock authorized but unissued to effect any conversionsuch Investor’s Debentures or Warrants, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value Any portion of the shares Reserved Amount allocated to any Investor or other Person which no longer holds any Debentures or Warrants shall be reallocated to the remaining Investors pro rata based on the number of Common Stock the Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred twenty five percent (125%) of the Registrable Securities issued or issuable upon conversion of this Note or which would cause to the effective purchase price for Investors under the Common Stock Debentures and the Warrants (such number to be less determined (x) using 92% of the VWAP or the exercise price of the Warrants, as applicable, in effect at such time and (y) without regard to any limitation or restriction on (1) the issuance of such Registrable Securities or (2) the exercise of any Warrants), the Company shall take such action (including without limitation holding a meeting of its stockholders) to increase the Reserved Amount to cover two hundred percent (200%) of such Registrable Securities, such increase to be effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event stockholder approval is required for such increase) following the Company’s receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price or effective purchase pricedeficiency. While any Warrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor then holding a Warrant.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved and the Company shall not have sufficient authorized but unissued continue to reserve and keep available at all times, free of preemptive rights, pro-rata among the Investors in proportion to their respective initial purchases of such securities, shares of Common Stock for the purpose of effecting enabling the conversion Company to issue 200% of all amounts outstanding under the Conversion Shares and Warrant Shares pursuant to this Note at such time Agreement, based on the Conversion Price (without regard as defined in the Convertible Debenture) on the date hereof. On any date hereafter, in the event the number of Shares reserved, as to any limitations Investor, is less than 200% of the Conversion Shares necessary to convert all of such Investor's Convertible Debenture, based on conversion) the then Conversion Price, and Warrant Shares to exercise all of such Investor's Warrant (an “Authorized Share Failure”the "Trigger Amount"), it then the Company shall immediately reserve and keep available have sixty (60) days from 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 reserved as to such Investor above the Trigger Amount. The Company agrees to present a proposal for stockholder approval to permit the Company to issue a number of Conversion Shares which is in excess of 19.9% of the number of the Company's issued and outstanding shares of Common Stock until such time as on the Maker’s Certificate first Closing Date ("NASD Limit"), at the earlier of Incorporation shall have been amended (i) the 2001 annual meeting of stockholders, or (ii) a special meeting of the stockholders to increase be held within sixty (60) calendar days that the number of authorized Conversion Shares becomes greater than 125% of the NASD Limit, with the recommendation of the Board of Directors that such proposal be approved, unless at the date of such meeting, less than two percent (2%) of the principal amount of the Convertible Debentures remain issued and outstanding, in which event the Company may withdraw such proposal from a vote by the stockholders. Unless the Company obtains a waiver from all of the Investors, if such proposal is required to be voted on and is not approved at the 2001 meeting of the stockholders or if such special meeting is not held within the required time period and such proposal is not approved at the special meeting, the Company shall either (i) voluntarily de-list its Common Stock from any Principal Market which requires such approval, or (ii) redeem any un-converted Convertible Debentures of the outstanding principal balance of the Convertible Debentures, plus any accrued but unpaid interest at a redemption price equal to 150% of the outstanding principal amount plus any accrued but unpaid interest, within five (5) Trading Days of such vote or the date that such vote is otherwise required. Until the Company obtains shareholder approval to permit the Company to issue a number of Conversion Shares which is in excess of 19.9% of the number of the Company's issued and outstanding shares of Common Stock on the first Closing Date, the Company agrees that it shall not convert, as to each Investor, a Convertible Debenture into a number of Conversion Shares which will cause the Company to issue to such number as would, at a minimum, permit the reservation by the Maker Investor more than such Investor's pro-rata portion (in proportion to their respective initial purchases of sufficient shares securities pursuant to allow conversion this Agreement) of all amounts outstanding under this Note as provided herein. Without limiting the generality 19.9% 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 Company's issued and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized outstanding shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may befirst Closing Date.

Reservation of Common Stock. (i) In The Company shall, on the event that at anytime when this Note shall be outstandingClosing Date, the Maker shall not have sufficient authorized but unissued Common Stock and reserved for the purpose of effecting the conversion of all amounts outstanding under this Note at such time (without regard to issuance, free from any limitations on conversion) (an “Authorized Share Failure”)preemptive rights, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the “Reserved Amount”) shall have no impact that, on the rankClosing Date, 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value is not less than one hundred twenty five percent (125%) of the maximum number of shares of Common Stock issuable (A) upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value all of the Initial Preferred Shares at the Conversion Price then in effect, (B) upon exercise in full of the Warrants, in each case without regard to any limitation on such conversion or exercise that may otherwise be set forth in the Certificate of Designation or the Warrants, and (C) as Dividends (as defined in the Certificate of Designation) accruing on the Initial Preferred Shares through the second anniversary of the Issue Date (as defined in the Certificate of Designation). The Company shall, on the Exchange Date, have authorized and reserved for issuance, free from any preemptive rights, a number of shares of Common StockStock 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 Preferred Shares at the Conversion Price then in effect, (B) upon exercise in full of the Warrants, in each case without regard to any limitation on such conversion or exercise that may otherwise be set forth in the 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 Maker 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 any and all corporate action which mayuse its best efforts (including without limitation holding a meeting of its shareholders) to increase the Reserved Amount to cover one hundred twenty five percent (125%) of the Issuable Amount, such increase to be effective not later than the thirtieth (30th) day (or seventy-fifth (75th) day, in the opinion event shareholder approval is required for such increase) following such date. Each increase in the Reserved Amount shall be allocated pro rata among the Investors based on the amount of its counsel, be necessary in order that Registrable Securities into which all of the Maker may validly Preferred Shares and legally issue fully paid and nonassessable shares Warrants held by such Investor at the time of such Common Stock at increase are convertible or exercisable (without regard to any limitation on such adjusted Conversion Price conversion or effective purchase priceexercise). While any Preferred Shares or Warrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor. In the event that an Investor shall sell or otherwise transfer any portion of such Investor’s Preferred Shares or Warrants, each transferee shall be allocated a pro rata portion of the Reserved Amount.

Reservation of Common Stock. (i) In 2.4.1 So long as the event that at anytime when this New Note shall be remains outstanding, the Maker Company shall reserve seven (7) million shares of Common Stock (the “Required Reserve Amount”) to 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 not in limitation thereof, at any time while the New Note remain outstanding the Company does not have a sufficient number of authorized but unissued and unreserved shares of Common Stock to satisfy its obligation to reserve 7 million shares of its Common Stock for issuance pursuant to the purpose terms of effecting the conversion of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) Agreement, (an “Authorized Share Failure”), it then the Company shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available practicable as of that date and shall immediately possible take all action necessary to increase the number of its Company’s authorized shares of Common Stock until such time as or effectuate a reverse split of 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 an amount sufficient shares to allow conversion of all amounts outstanding under this Note as provided hereinthe Company to reserve the Required Reserve Amount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker 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. The inability of In the Maker to reserve event that the required number of Company is prohibited from issuing shares of Common Stock required by this Section 3.4(g) shall have no impact on pursuant to the rank, rights, preferences and privileges terms of this Note, which shall be interpreted and applied as if Agreement due to the Maker had failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued to effect any conversion. 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 conversion (such unavailable number of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may“Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to the opinion Investor, the Company shall pay to the Investor, in cash, an amount equal to the sum of its counsel, be necessary (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the 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 such issuance and payment under this Section 2.4.2; and (ii) to the extent the Investor purchases (in order that the Maker may validly and legally issue fully paid and nonassessable an open market transaction or otherwise) shares of such Common Stock at such adjusted Conversion Price or effective purchase priceto deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, as any brokerage commissions and other out-of-pocket expenses, if any, of the case may beInvestor incurred in connection therewith.

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 (i) conversion of the outstanding Notes in full at the Conversion Price then in effect and (ii) 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 at anytime when this Note shall be outstandingthat, 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 Maker shall not have sufficient authorized but unissued Reserved Amount is less than 125% of the number of shares of Common Stock for the purpose of effecting the then issuable upon conversion of all amounts of the Notes and exercise of all of the Warrants then outstanding under this Note at such time (without regard to any limitations limitation or restriction on conversion) (an “Authorized Share Failure”such conversion or exercise that may be set forth in the Notes or the Warrants), it the Company shall immediately reserve and keep available such number take action (including without limitation seeking stockholder approval for the authorization or reservation of its duly authorized additional 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, Stock) 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 Failuretenth (10th) business day or, in the event that stockholder approval is required, the Maker shall sixtieth (A60th) hold a meeting of its stockholders or (Bday following such date) obtain a majority written consent of its stockholders, for to increase 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 Reserved Amount 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 inability no less than 150% of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(ginto 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 have no impact be allocated pro rata among the Purchasers based on the rank, rights, preferences and privileges principal amount of this Note, which the Notes issued to each Purchaser at the Closing. Each increase in the Reserved Amount shall be interpreted and applied as if allocated pro rata among the Maker had sufficient shares Holders based on the amount of Common Stock authorized but unissued to effect any conversion. Before taking any action Registrable Securities into which would cause an adjustment reducing the Conversion Price below the then par value all of the shares Notes and Warrants held by such Holder at the time of Common Stock issuable upon 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 this Note or which would cause the effective purchase price for the Common Stock to such Holder’s Notes, each transferee shall be less than the par value allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the shares 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 Common Stock, Registrable Securities into which all of the Maker shall take any outstanding Notes and all corporate action which may, in Warrants at the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares time of such Common Stock at increase are convertible or exercisable (without regard to any limitation on such adjusted Conversion Price conversion or effective purchase price, as the case may beexercise).

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the Company to issue the Underlying Shares pursuant to the conversion of all amounts outstanding under this the Notes (or Preferred Shares upon consummation of the Note at Exchange) and upon exercise of the Warrants (such time (without regard to amount being the "Required Minimum"). If, on any limitations on conversion) (an “Authorized Share Failure”)date, it shall immediately reserve and keep available such the number of its duly authorized but unissued (and otherwise unreserved) shares of Common Stock as is in fact available as less than the Required Minimum on such date (an "Authorized Share Failure"), then the Board of that date and Directors shall immediately take all action necessary use commercially reasonable efforts to increase amend the number Company's certificate of its authorized shares of Common Stock until such time as the Maker’s Certificate of Incorporation shall have been amended incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ ' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stockwithout soliciting its stockholders, the Maker shall take any Company may satisfy this obligation by obtaining such consent and all corporate action which may, in submitting for filing with the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.SEC an Information Statement on Schedule 14C.

Reservation of Common Stock. (ia) In The Company shall maintain a reserve of 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 Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as is may then be required to fulfill its obligations in fact available as of that date and shall immediately take all action necessary to increase full under the Transaction Documents. (b) If, on any date, the number of its authorized but unissued (and otherwise unreserved) shares of Common Stock until is less than 100% of (i) the Required Minimum on such time as date, minus (ii) the Makernumber 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 certificate or articles of Incorporation shall have been amended incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number as would, at a minimum, permit time (minus 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 inability of the Maker to reserve the required 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 by this Section 3.4(g) shall have no impact on the rank, rights, preferences and privileges at any time to authorize a number of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing greater than the Conversion Price below the then par value maximum remaining number of the shares of Common Stock issuable upon conversion that could possibly be issued after such time pursuant to the Transaction Documents. (c) The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading Market an additional shares listing application covering a number of this Note or which would shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause the effective purchase price for the such shares of Common Stock to be less than approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the par value Purchasers evidence of such listing or quotation and (iv) maintain the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such adjusted Conversion Price date on such Trading Market or effective purchase priceanother Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, as including, without limitation, by timely payment of fees to the case may beDepository Trust Company or such other established clearing corporation in connection with such electronic transfer.

Reservation of Common Stock. (i) In The Company shall, on the event that Closing Date, have authorized and reserved for issuance to the Investors free from any preemptive rights, and shall keep available at anytime when this Note shall be all times during which any Warrants are 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the “Reserved Amount”) shall have no impact that, on the rankClosing Date, rightsis not less than one hundred percent (100%) of the number of Warrant Shares issuable upon exercise of all of the Warrants issued at the Closing, preferences and privileges of this Note, which without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Warrants. The Reserved Amount shall be interpreted and applied as if allocated in accordance with each Investor’s Pro Rata Share. In the Maker had sufficient shares event that an Investor shall sell or otherwise transfer any of Common Stock authorized but unissued to effect any conversionsuch Investor’s Warrants, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value Any portion of the shares Reserved Amount allocated to any Investor or other Person which no longer holds any Warrants shall be reallocated to the remaining Investors pro rata based on the number of Common Stock 2013 Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred percent 100% of the 2013 Registrable Securities issuable upon the exercise of the Warrants (without regard to any restriction on such conversion or exercise), the Company shall take such action (including without limitation holding a meeting of this Note or which would cause its stockholders) to increase the effective purchase price for Reserved Amount to cover 100% of the Common Stock 2013 Registrable Securities issuable upon such conversion and exercise, such increase to be less effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event stockholder approval is required for such increase) following the Company’s receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price or effective purchase pricedeficiency. While any Warrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor then holding Warrants.

Reservation of Common Stock. (i) In 2.5.1. So long as the event that at anytime when this New Note shall be remains outstanding, the Maker Company shall reserve 15,000,000 shares of Common Stock (the “Required Reserve Amount”) to be issued to the Investor in accordance with the terms hereof. 2.5.2. If, notwithstanding Section 2.5.1, and not in limitation thereof, at any time while the New Note remains outstanding the Company does not have a sufficient number of authorized but unissued and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount for issuance pursuant to the purpose terms of effecting the conversion of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) Agreement (an “Authorized Share Failure”), it then the Company shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available soon as of that date and shall immediately practicable take all action necessary to increase the number of its Company’s authorized shares of Common Stock until such time as or effectuate a reverse split of 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 an amount sufficient shares to allow conversion of all amounts outstanding under this Note as provided hereinthe Company to reserve the Required Reserve Amount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker 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. The inability of In the Maker to reserve event that the required number of Company is prohibited from issuing shares of Common Stock required by this Section 3.4(g) shall have no impact on pursuant to the rank, rights, preferences and privileges terms of this Note, which shall be interpreted and applied as if Agreement due to the Maker had failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued to effect any conversion. 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 conversion (such unavailable number of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may“Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to the opinion Investor, the Company shall pay to the Investor, in cash, an amount equal to the sum of its counsel, be necessary (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price (as defined below) of the Common Stock on any Trading Day during the period commencing on the 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 order that the Maker may validly and legally issue fully paid and nonassessable an open market transaction or otherwise) shares of such Common Stock at such adjusted Conversion Price or effective purchase priceto deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, as any brokerage commissions and other out-of-pocket expenses, if any, of the case may beInvestor incurred in connection therewith.

Reservation of Common Stock. The Company shall, on the Closing Date, have authorized and reserved for issuance, free from any preemptive rights, a number of shares of Common Stock at least equal to one hundred and fifty percent (i150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Debenture and Joint Investor Debentures (collectively, the "Investment Debentures") in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrant and Joint Investor Warrants (collectively, the "Investment 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 Investment Debentures or the Investment Warrants (the "Reserved Amount"). In the event that at anytime when this Note shall be outstandingthat, as a result of an adjustment to the Conversion Price of the Investment Debentures or the Exercise Price for the Investment Warrants (pursuant to anti-dilution adjustments or otherwise), or both, the Maker shall not have sufficient authorized but unissued Reserved Amount is less than 125% of the number of shares of Common Stock for the purpose of effecting the then issuable upon conversion of all amounts of the Investment Debentures and exercise of all of the Investment Warrants then outstanding under this Note at such time (without regard to any limitations limitation or restriction on conversion) (an “Authorized Share Failure”such conversion or exercise that may be set forth in the Investment Debentures or the Investment Warrants), it the Company 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 Failuretenth (10th) Business Day or, in the event that stockholder approval is required, the Maker shall ninetieth (A90th) hold a meeting of its stockholders or (Bday following such date) obtain a majority written consent of its stockholders, for increase 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 Reserved Amount 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 inability no less than 150% of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(ginto which such outstanding Investment Debentures are then convertible and such outstanding Investment Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder and allocated to the Purchaser without the written consent of the Purchaser. The initial Reserved Amount shall be allocated pro rata among the Purchaser and the Joint Investors (together with the Purchaser, the "Investors") shall have no impact based on the rank, rights, preferences and privileges principal amount of this Note, which the Investment Debentures. Any increase in the Reserved Amount shall be interpreted and applied as if allocated pro rata among the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing Investors based on the Conversion Price below the then par value principal amount of the shares Investment Debentures held by each Investor at the time of Common Stock issuable upon conversion such increase. In the event that any Investor shall sell or otherwise transfer any of this Note or which would cause the effective purchase price for the Common Stock to such Investor's Investment Debenture, each transferee shall be less than the par value allocated a pro rata portion of such transferor's Reserved Amount. Any portion of the shares Reserved Amount which remains allocated to any person or entity which does not hold any Investment Debentures shall be reallocated to the remaining Investors pro rata based on the principal amount of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of Debentures then held by such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beInvestors.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate of the effectiveness of the Registration Statement, the Maker Company shall not have sufficient authorized but unissued available and the Company shall reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of effecting enabling the conversion Company to satisfy any obligation to issue the Put Shares for the Minimum Commitment Amount and the Blackout Shares, if any; such amount 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 shall be based upon the then applicable Market Price as is if a Put Date occurred twelve Trading Days before the last Trading Day of the most recent fiscal quarter of the Company for the Put Shares and a good faith estimate by the Company in fact available as consultation with Investor of that date and shall immediately take all action necessary to increase the number of its authorized shares of Common Stock until such Blackout Shares, if any, that will need to be issued. If at any time as the Maker’s Certificate of Incorporation shall Company is obligated to deliver Blackout Shares to Investor under Section 2.6 and the Company does not have been amended to increase the a sufficient number of authorized by unissued and reserved shares to deliver the requisite number of Common Stock Blackout Shares, the Company shall deliver to Investor such number as wouldof Blackout Shares that the Company has authorized by unissued and unreserved. In either case, the Company shall, at a minimumits expense, 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 promptly seek and shall use its best efforts to solicit its stockholders’ obtain stockholder approval of such as required under the Delaware General Corporation Law to 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 inability of the Maker to reserve the required number of shares of Common Stock required by it is authorized to issue, in order to meet all of its obligations to issue Put Shares and Blackout Shares (if any) under this Section 3.4(g) Agreement such that the Company shall have no impact on reserved for issuance under this Agreement at least 125% of the rankshares required for issuance under the Minimum Commitment Amount, rights, preferences and privileges of this Note, which shall be interpreted and applied based upon the then applicable Market Price as if a Put Date had occurred within five days prior to the Maker had sufficient day 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 authorized but unissued than the Company has authority to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below issue based upon the then par value number of the shares of Common Stock issuable upon conversion outstanding or reserved for issuance. The number of this Note or which would cause the effective purchase price for the Common Stock shares so reserved from time to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase pricetime, as theretofore increased or reduced as hereinafter provided, may be reduced by the case may benumber of shares actually delivered hereunder.

Reservation of Common Stock. The Company shall, on the Closing Date, have authorized and reserved for issuance, free from any preemptive rights, a number of shares of Common Stock at least equal to one hundred and twenty five percent (i125%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Debentures 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 Debentures or the Warrants (the “Reserved Amount”). In the event that at anytime when this Note shall be outstandingthat, as a result of an adjustment to the Conversion Price of the Debentures or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Maker shall not have sufficient authorized but unissued Reserved Amount is less than 105% of the number of shares of Common Stock for the purpose of effecting the then issuable upon conversion of all amounts of the Debentures and exercise of all of the Warrants then outstanding under this Note at such time (without regard to any limitations limitation or restriction on conversion) (an “Authorized Share Failure”such conversion or exercise that may be set forth in the Debentures or the Warrants), it the Company shall immediately reserve and keep available such number take action (including without limitation seeking stockholder approval for the authorization or reservation of its duly authorized additional 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, Stock) 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 Failuretenth (10th) business day or, in the event that stockholder approval is required, the Maker shall sixtieth (A60th) hold a meeting of its stockholders or (Bday following such date) obtain a majority written consent of its stockholders, for to increase 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 Reserved Amount 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 inability no less than 125% of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(ginto which such outstanding Debentures 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 into which all of the Debentures and Warrants then outstanding are convertible or exercisable (without regard to any limitation on such conversion or exercise). The initial Reserved Amount shall have no impact be allocated pro rata among the Investors based on the rank, rights, preferences and privileges principal amount of this Note, which the Debentures issued to each Investor at the Closing. Each increase in the Reserved Amount shall be interpreted and applied as if allocated pro rata among the Maker had sufficient shares Holders based on the amount of Common Stock authorized but unissued to effect any conversion. Before taking any action Registrable Securities into which would cause an adjustment reducing the Conversion Price below the then par value all of the shares Debentures and Warrants held by such Holder at the time of Common Stock issuable upon 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 this Note or which would cause the effective purchase price for the Common Stock to such Holder’s Debentures, each transferee shall be less than the par value allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the shares Reserved Amount which remains allocated to any person or entity which does not hold any Debentures shall be reallocated to the remaining Holders pro rata based on the amount of Common Stock, Registrable Securities into which all of the Maker shall take any outstanding Debentures and all corporate action which may, in Warrants at the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares time of such Common Stock at increase are convertible or exercisable (without regard to any limitation on such adjusted Conversion Price conversion or effective purchase price, as the case may beexercise).

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for the purpose of effecting enabling the conversion Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of all amounts outstanding under this Note the Warrants (the "Reserved Amount"). The Reserved Amount shall be allocated pro rata among the Purchasers on the basis of the number of Shares purchased by each Purchaser at the Closing. In the event that a Purchaser shall sell or otherwise transfer any of such Purchaser's Warrant, each transferee shall be allocated a pro rata portion of such transferor's Reserved Amount. Any portion of the Reserved Amount allocated to a Purchaser or other Person which no longer holds any Warrants shall be reallocated to the remaining Purchasers pro rata based on the number of Warrant Shares issuable to each such Purchaser at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred percent 100% of the Warrant Shares issuable upon exercise of the Warrants (without regard to any limitations restriction on conversion) (an “Authorized Share Failure”such exercise), it the Company shall immediately reserve and keep available take 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 including without limitation holding a meeting of its stockholders stockholders) to increase the Reserved Amount to cover 100% of such Warrant Shares, such increase to be effective not later than the thirtieth (30th) day (or sixtieth (B60th) obtain a majority day, in the event stockholder approval is required for such increase) following the Company's receipt of written notice of such deficiency. While any Warrants are outstanding, the Company shall not reduce the Reserved Amount without obtaining the prior 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 Purchaser then holding 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrant.

Reservation of Common Stock. (ia) In The Maker covenants that during the event period the Note is outstanding, it will reserve from its authorized and 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 at anytime when its issuance of this Note shall be outstanding, constitute full authority to its officers who are charged with the Maker shall not have sufficient authorized but unissued Common Stock duty of executing stock certificates to execute and issue the necessary certificates 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 the Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to increase the number of its authorized assure that such shares of Common Stock until 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 time as other principal market upon which 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 of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of sufficient shares 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 allow conversion 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 amounts outstanding under this Note such terms and in the taking of all such actions as provided hereinmay be necessary or appropriate to protect the rights of Holder against impairment. 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 Failureforegoing, the Maker shall will (Aa) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for not increase 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the any shares of Common Stock issuable upon the conversion of this Note or which would cause above the effective purchase price for the Common Stock amount payable therefor upon such conversion immediately prior to be less than the such increase in par value of the shares of Common Stockvalue, the Maker shall (b) take any and all corporate such action which may, in the opinion of its counsel, as may be necessary or appropriate in order that the 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 the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price Price. (e) Before taking any action, which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or effective purchase pricein the Conversion Price, the Maker 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 case may beMaker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker shall call and 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 of Common Stock.

Reservation of Common Stock. (ia) In The Maker covenants that during the event period the Note is outstanding, it will reserve from its authorized and 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 at anytime when its issuance of this Note shall be outstanding, constitute full authority to its officers who are charged with the Maker shall not have sufficient authorized but unissued Common Stock duty of executing stock certificates to execute and issue the necessary certificates 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 the Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to increase the number of its authorized assure that such shares of Common Stock until 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 time as other principal market upon which 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 of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of sufficient shares 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 allow conversion 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 amounts outstanding under this Note such terms and in the taking of all such actions as provided herein. may be necessary or appropriate to protect the rights of Holder against impairment 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 Failureforegoing, the Maker shall will (Aa) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for not increase 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the any shares of Common Stock issuable upon the conversion of this Note or which would cause above the effective purchase price for the Common Stock amount payable therefor upon such conversion immediately prior to be less than the such increase in par value of the shares of Common Stockvalue, the Maker shall (b) take any and all corporate such action which may, in the opinion of its counsel, as may be necessary or appropriate in order that the 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 the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price Price. (e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or effective purchase pricein the Conversion Price, the Maker 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 case may beMaker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker 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 of Common Stock.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the Company to issue the Conversion Shares issuable upon complete conversion of all amounts outstanding under the Shares issued pursuant to this Note at Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such time amount being the “Required Minimum”). If, on any date, the number of authorized but unissued (without regard to any limitations and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Board of Directors shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ ' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required without soliciting its stockholders, the Company may satisfy this obligation by this Section 3.4(g) shall have no impact obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. Calculations hereunder as of the rank, rights, preferences and privileges date of this NoteAgreement shall assume a Share Purchase Price of not more than $2.55, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. 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 conversion of this Note or which would cause Closing Date, the effective purchase price for the Common Stock actual Share Purchase Price. Calculations hereunder with reference to Warrant Shares will be less than the par value made assuming exercise of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrants on a cash basis.

Reservation of Common Stock. The Company shall, on the Closing Date, have authorized and reserved for issuance, free from any preemptive rights, a number of shares of Common Stock at least equal to one hundred and fifty percent (i150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Debentures and Infineon Debenture (collectively, the "Investment Debentures") in full at the Conversion Price then in effect and (B) exercise of the outstanding Warrants and Infineon Warrant (collectively, the "Investment 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 Investment Debentures or the Investment Warrants (the "Reserved Amount"). In the event that at anytime when this Note shall be outstandingthat, as a result of an adjustment to the Conversion Price of the Investment Debentures or the Exercise Price for the Investment Warrants (pursuant to anti-dilution adjustments or otherwise), the Maker shall not have sufficient authorized but unissued Reserved Amount is less than 125% of the number of shares of Common Stock for the purpose of effecting the then issuable upon conversion of all amounts of the Investment Debentures and exercise of all of the Investment Warrants then outstanding under this Note at such time (without regard to any limitations limitation or restriction on conversion) (an “Authorized Share Failure”such conversion or exercise that may be set forth in the Investment Debentures or the Investment Warrants), it the Company 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 Failuretenth (10th) business day or, in the event that stockholder approval is required, the Maker shall ninetieth (A90th) hold a meeting of its stockholders or (Bday following such date) obtain a majority written consent of its stockholders, for increase 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 Reserved Amount 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 inability no less than 150% of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(ginto which such outstanding Investment Debentures are then convertible and such outstanding Investment Warrants are exercisable without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Investment Debentures or the Investment Warrants. The Company shall not reduce the number of shares reserved for issuance hereunder without the written consent of the holders of seventy-five percent (75%) of the Registrable Securities into which all of the Investment Debentures and Investment Warrants then outstanding are convertible or exercisable (without regard to any limitation on such conversion or exercise). The initial Reserved Amount shall have no impact be allocated pro rata among the Purchasers and the Purchaser (as defined in the Infineon Securities Purchase Agreement and, together with the Purchasers, the "Investors") based on the rank, rights, preferences and privileges principal amount of this Note, which the Investment Debentures issued to each Investor at the Closing. Any increase in the Reserved Amount shall be interpreted and applied as if allocated pro rata among the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing Investors based on the Conversion Price below the then par value principal amount of the shares Investment Debentures held by each by each Investor at the time of Common Stock issuable upon conversion such increase. In the event any Purchaser shall sell or otherwise transfer any of this Note or which would cause the effective purchase price for the Common Stock to such Investor's Investment Debentures, each transferee shall be less than the par value allocated a pro rata portion of such transferor's Reserved Amount. Any portion of the shares Reserved Amount which remains allocated to any person or entity which does not hold any Investment Debentures shall be reallocated to the remaining Investors pro rata based on the principal amount of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of Investment Debentures then held by such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beInvestors.

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstandingall times have authorized and reserved for issuance, the Maker shall not have sufficient authorized but unissued Common Stock free from any preemptive rights, solely for the purpose of effecting conversions or exercises of the conversion of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”)Purchased Securities, it shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available as shall from time to time be sufficient to effect the conversion or exercise of that date and all of Purchased Securities (the "Reserved Amount"). As of the Tranche A Closing Date, the Reserved Amount shall immediately take all action necessary be equal to increase no less than 200% of 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note the entire principal amount of the Debenture and exercise in full of the Warrant to be issued at the Tranche A Closing (assuming for such purpose that such conversion or which would cause exercise were to occur as of the effective purchase price Tranche A Closing Date and without regard to any restriction or limitation on such conversion or exercise). If, on any date, the Reserved Amount is less than 175% of the number of shares of Common Stock then issuable upon conversion of the entire principal amount of the Debentures, conversion of all of the Preferred Shares then outstanding and exercise of all of the Warrants then outstanding (assuming for such purpose that such conversion or exercise were to occur as of such date and without regard to any restriction or limitation on such conversion or exercise), the Company shall take action (including without limitation seeking stockholder approval for the Common Stock to be less than the par value authorization or reservation of the additional shares of Common Stock, ) as soon as practicable (but in no event later than the Maker shall take any and all corporate action which may, in thirtieth (30th) day following such date) to increase the opinion Reserved Amount to no less than 200% of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable number of shares of such Common Stock at into which such adjusted Conversion Price Debentures, Preferred Shares and Warrants are then convertible or effective purchase priceexercisable, as the case may be.. Until such time as all of the Debentures, Preferred Shares and Warrants have been converted or exercised, the Company shall not reduce the number of shares reserved for issuance hereunder

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for the purpose of effecting enabling the conversion Company to issue the Shares and Warrant Shares pursuant to this Agreement and the Warrant in the case of the Warrant Shares. For avoidance of doubt, so long as any portion of any of the Warrants remains outstanding, the Company shall take all amounts outstanding under this Note action necessary to at such time all times have authorized, and reserved for the purpose of issuance, no less than 100% of the sum of the maximum number of Warrant Shares issuable upon exercise in full of the Warrants (without regard to any limitations on conversionthe exercise of the Warrants set forth therein) (an collectively, the “Authorized Share FailureRequired Reserve Amount”), it ; provided that at no time 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 inability of the Maker to reserve the required number of shares of Common Stock required by reserved pursuant to this Section 3.4(g) shall have no impact on reduced other than proportionally in connection with any exercise of the rank, rights, preferences and privileges Warrants. If at any time the number of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued and reserved for issuance is not sufficient to effect any conversion. Before taking any action which would cause an adjustment reducing meet the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common StockRequired Reserve Amount, the Maker shall Company will promptly take any and all corporate action which maynecessary 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 opinion case of its counselan insufficient number of authorized shares, be necessary obtain stockholder approval of an increase in order such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the Maker may validly and legally issue fully paid and nonassessable number of authorized shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as is sufficient to meet the case may beRequired Reserve Amount.

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstandingall times have authorized and reserved for issuance, the Maker shall not have sufficient authorized but unissued Common Stock free from any preemptive rights, solely 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 conversions of the foregoing sentenceDebentures hereunder, 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 inability of the Maker to reserve the required number of shares of Common GMO Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common and/or GGD Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be, as shall from time to time be sufficient to effect the conversion of the aggregate principal amount of the Debentures then outstanding (the "RESERVED AMOUNT"). As of the Closing Date, the Reserved Amount shall be equal to 3,475,915 shares of GMO Stock. In the event that the holders of GMO Debentures are entitled to exchange GMO Debentures for GGD Debentures pursuant to the terms of the GMO Debentures, the Reserved Amount shall, on the GGD Issue Date (as defined in the GMO Debentures), be no less than (I) that number of shares of GGD Stock issuable upon conversion of (a)(i) the unpaid principal amount of the GMO Debentures eligible to be so exchanged, plus any accrued and unpaid interest thereon as of the GGD Issue Date, DIVIDED BY (ii) one hundred and thirteen percent (113%) of the average of the Closing Bid Prices (as defined in the GMO Debentures) of the GGD Stock on the five (5) Trading Days immediately prior to (but not including) the GGD Issue Date (the "GGD CONVERSION PRICE") PLUS (b)(i) the aggregate amount of interest payable on all of the GGD Debentures (assuming for this purpose that the aggregate principal amount of all of the GGD Debentures for which GMO Debentures are exchangeable on the GGD Issue Date are issued) through the date on which the GGD Debentures mature DIVIDED BY (ii) the GGD Conversion Price, and (II) that number of shares of GMO Stock issuable upon conversion of the aggregate unpaid principal amount of the GMO Debentures, if any, not exchanged or eligible to be so exchanged. If at any time there occurs a stock split, recapitalization or similar occurrence whereby the number of outstanding shares of GMO Stock or GGD Stock, as the case may be, is increased, the Company shall take immediate action (including, if necessary, seeking shareholder authorization) to increase the Reserved Amount accordingly. The Company shall not reduce the number of shares reserved for issuance hereunder without the written consent of the holders of at least 66% of the then outstanding aggregate principal balance of the Debentures.

Reservation of Common Stock. (ia) In The Company covenants that during the event period the Note is outstanding, it will reserve from its authorized and 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 at anytime when its issuance of this Note shall be outstanding, constitute full authority to its officers who are charged with the Maker shall not have sufficient authorized but unissued Common Stock duty of executing stock certificates to execute and issue the necessary certificates 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 the Company issuable upon the conversion of this Note. The Company will take all such reasonable action as may be necessary to increase the number of its authorized assure that such shares of Common Stock until may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the NASD OTCBB (or such time as other principal market upon which the Maker’s Certificate of Incorporation shall have been amended to increase the number of authorized shares of 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 such number as wouldavoid the observance or performance of any of the terms of this Note, but will at a minimum, permit all times in good faith assist in the reservation by the Maker of sufficient shares to allow conversion carrying out of all amounts outstanding under this Note such terms and in the taking of all such actions as provided hereinmay be necessary or appropriate to protect the rights of Holder against impairment. 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 Failureforegoing, the Maker shall Company will (Aa) hold a meeting not increase the par value of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization of an increase in the number of authorized any shares of Common Stock. In connection with Stock issuable upon the conversion of this Note above the amount payable therefor upon such meetingconversion immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Maker shall provide each stockholder with a proxy statement Company may validly and shall legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to solicit 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 stockholders’ approval obligations under this Note. (c) Upon the request of such increase Xxxxxx, the Company will at any time during the period this Note is outstanding acknowledge in authorized shares writing, in form reasonably satisfactory to Holder, the continuing validity of Common Stock this Note and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability obligations of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(gCompany hereunder. (d) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value value, if any, of the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common StockNotes, the Maker Company shall take any and all corporate action which may, in the opinion of its counsel, may be necessary in order that the Maker Company may validly and legally issue fully paid and nonassessable non-assessable shares of such Common Stock at such adjusted Conversion Price Price. (e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or effective purchase pricein 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 case may beCompany does not 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 of Common Stock.

Reservation of Common Stock. (i) In 2.5.1 So long as the event that at anytime when this Note shall be New Notes remains outstanding, the Maker Company shall reserve 40 million shares of Common Stock (the “Required Reserve Amount”) to be issued to the Investor in accordance with Section 6 hereof. 2.5.2 If, notwithstanding Section 2.5.1, and not in limitation thereof, at any time while the New Notes remain outstanding the Company does not have a sufficient number of authorized but unissued and unreserved shares of Common Stock to satisfy its obligation to reserve 40 million shares of its Common Stock for issuance pursuant to the purpose terms of effecting the conversion of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) Agreement, (an “Authorized Share Failure”), it then the Company shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available practicable as of that date and shall immediately possible take all action necessary to increase the number of its Company’s authorized shares of Common Stock until such time as or effectuate a reverse split of 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 an amount sufficient shares to allow conversion of all amounts outstanding under this Note as provided hereinthe Company to reserve the Required Reserve Amount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker 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. The inability of In the Maker to reserve event that the required number of Company is prohibited from issuing shares of Common Stock required by this Section 3.4(g) shall have no impact on pursuant to the rank, rights, preferences and privileges terms of this Note, which shall be interpreted and applied as if Agreement due to the Maker had failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued to effect any conversion. 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 conversion (such unavailable number of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may“Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to the opinion Investor, the Company shall pay to the Investor, in cash, an amount equal to the sum of its counsel, be necessary (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the 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 such issuance and payment under this Section 2.5.2; and (ii) to the extent the Investor purchases (in order that the Maker may validly and legally issue fully paid and nonassessable an open market transaction or otherwise) shares of such Common Stock at such adjusted Conversion Price or effective purchase priceto deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, as any brokerage commissions and other out-of-pocket expenses, if any, of the case may beInvestor incurred in connection therewith.

Reservation of Common Stock. (i) In The Company shall authorize, reserve for issuance to 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 Investor 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 at 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 wouldtimes during which Preferred Share or Warrants are outstanding, at free from any preemptive rights, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the "Reserved Amount") shall have no impact that, on the rankClosing Date, rights, preferences and privileges is not less than the sum of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (A) one hundred percent (100%) of the shares number of Common Stock Conversion Shares issuable upon conversion of this Note all of the Preferred Shares issuable at the Closing based on an assumed Conversion Price of $1.00, plus (B) one hundred and twenty five percent (125%) the number of Warrant Shares issuable upon exercise of all of the Warrants issuable at the Closing, in each case without regard to any limitation on such conversion or exercise that may otherwise exist. The Reserved Amount shall be allocated in accordance with each Investor's Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of such Investor's Preferred Shares or Warrants, each transferee shall be allocated a pro rata portion of such transferor's Reserved Amount. Any portion of the Reserved Amount allocated to any Investor or other Person which would cause no longer holds any Preferred Shares or Warrants shall be reallocated to the effective purchase price for remaining Investors pro rata based on the Common number of Outstanding Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred percent 100% of the Registrable Securities issuable upon the conversion of the Preferred Stock and the exercise of the Warrants (based on an assumed Conversion Price of $1.00 (or if lower, the Conversion Price then in effect) and the Exercise Price then in effect, and without regard to any restriction on such conversion or exercise), the Company shall take such action (including without limitation holding a meeting of its stockholders) to increase the Reserved Amount to cover the sum of (A) one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of all of the Preferred Shares then outstanding based on an assumed Conversion Price of $1.00 (or if lower, the Conversion Price then in effect), plus (B) one hundred and twenty five percent (125%) the number of Warrant Shares issuable upon exercise of all of the then outstanding Warrants plus (C) the aggregate number of Conversion Shares and Warrant Shares then outstanding, such increase to be less effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event stockholder approval is required for such increase) following the Company's receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price deficiency. While any Preferred Shares or effective purchase priceWarrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the Company to issue the Conversion Shares issuable upon complete conversion of all amounts outstanding under the Shares issued pursuant to this Note at Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such time amount being the “Required Minimum”). If, on any date, the number of authorized but unissued (without regard to any limitations and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Board of Directors shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ ' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required without soliciting its stockholders, the Company may satisfy this obligation by this Section 3.4(g) shall have no impact obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. Calculations hereunder as of the rank, rights, preferences and privileges date of this NoteAgreement shall assume a Per Share Purchase Price of not more than $121, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. 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 conversion of this Note or which would cause Closing Date, the effective purchase price for the Common Stock actual Per Share Purchase Price. Calculations hereunder with reference to Warrant Shares will be less than the par value made assuming exercise of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrants on a cash basis.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for the purpose of effecting enabling the conversion 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 amounts outstanding under this Note action necessary to at such time all times have authorized, and reserved for the purpose of issuance, no less than 100% of the sum of the maximum number of Warrant Shares or Pre-Funded Warrant Shares issuable upon exercise in full of the Warrants or Pre-Funded Warrants (without regard to any limitations on conversionthe exercise of the Warrants or Pre-Funded Warrants set forth therein) (an collectively, the “Authorized Share FailureRequired Reserve Amount”), it ; provided that at no time 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 inability of the Maker to reserve the required number of shares of Common Stock required by reserved pursuant to this Section 3.4(g) shall have no impact on 4.9 be reduced other than proportionally in connection with any exercise of the rank, rights, preferences and privileges Warrants. If at any time the number of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued and reserved for issuance is not sufficient to effect any conversion. Before taking any action which would cause an adjustment reducing meet the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common StockRequired Reserve Amount, the Maker shall Company will promptly take any and all corporate action which maynecessary 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 opinion case of its counselan insufficient number of authorized shares, be necessary obtain stockholder approval of an increase in order such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the Maker may validly and legally issue fully paid and nonassessable number of authorized shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as is sufficient to meet the case may beRequired Reserve Amount.

Reservation of Common Stock. (i) In a. As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved and the Company 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 continue to any limitations on conversion) (an “Authorized Share Failure”), it shall immediately reserve and keep available such number at all times, free of preemptive rights shares of its duly authorized Common Stock for issuance to each Holder for the Company obligations under the Old Transaction Documents, not less than the amount of shares of Common Stock as is in fact available as of that date set forth on Schedule 4.9 and shall immediately take all action necessary to increase commencing on the number day the Company completes a reverse split of its authorized shares of Common Stock until such time as the Maker’s Certificate of Incorporation shall have been amended or increase 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 Company shall provide each stockholder with maintain a proxy statement reserve equal to one hundred 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 inability twenty five percent (125%) of the Maker greater of (1) the maximum number of Underlying Shares as may then be required to reserve fulfill its obligations in full under the required Transaction Documents, but not less than the amounts set forth on Schedule 4.9 and (ii) the maximum number of shares of Common Stock that may be required by this Section 3.4(g) to be issued in connection with the Old Transaction Documents (the “Required Minimum”). Upon a reverse stock split or increase in the authorized Common Stock of the Company, the Company will immediately instruct the Transfer Agent to reserve at least the Required Minimum after giving effect to such stock split or increase. This reserve amount shall have no impact on the rank, rights, preferences and privileges be updated monthly. Upon execution of this NoteAgreement, which the Company shall provide the Holders with (i) a copy of resolution of the Company’s Board of Directors reserving the Required minimum, and (ii) providing a letter from the Company’s Transfer Agent acknowledging the reservation and agreeing to be interpreted bound to the terms thereof. b. If, on any date, the number of authorized but unissued (and applied as if the Maker had sufficient otherwise unreserved) shares of Common Stock is less than 100% of the Required Minimum on such date, then the Board of Directors shall cause the Company’s Certificate of Incorporation (or equivalent governing document) to be amended to increase the number of authorized but unissued to effect any conversion. 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 conversion to a sufficient quantity for the reservation of 100% of the Required Minimum at such time, as soon as possible and in any event not later than the 60 days after the date the Company no longer has the Required Minimum reserved. Failure to maintain the Required Minimum is a material default by the Company’s obligations. c. The Company shall promptly pay all fees and expenses owed to the Transfer Agent and shall not replace the Transfer Agent without the written consent of the Holders. d. Upon the execution of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common StockAgreement, the Maker Company shall take any and all corporate action which may, in deliver to the opinion of its counsel, be necessary in order that Holders the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beTA Letter.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the Company to issue the Conversion Shares issuable upon complete conversion of all amounts outstanding under the Shares issued pursuant to this Note at Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such time amount being the “Required Minimum”). If, on any date, the number of authorized but unissued (without regard to any limitations and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Board of Directors shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein90th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ ' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required without soliciting its stockholders, the Company may satisfy this obligation by this Section 3.4(g) shall have no impact obtaining such consent and submitting for filing with the SEC an Information Statement on the rank, rights, preferences and privileges of this Note, which shall Schedule 14C. Calculations hereunder with reference to Warrant Shares will be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value made assuming exercise of the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrants on a cash basis.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the Company to issue the Conversion Shares issuable upon complete conversion of all amounts outstanding under the Shares issued pursuant to this Note at Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such time amount being the “Required Minimum”). If, on any date, the number of authorized but unissued (without regard to any limitations and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Board of Directors shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ ' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required without soliciting its stockholders, the Company may satisfy this obligation by this Section 3.4(g) shall have no impact obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. Calculations hereunder as of the rank, rights, preferences and privileges date of this NoteAgreement shall assume a Share Purchase Price of not more than $0.595, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. 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 conversion of this Note or which would cause Closing Date, the effective purchase price for the Common Stock actual Share Purchase Price. Calculations hereunder with reference to Warrant Shares will be less than the par value made assuming exercise of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrants on a cash basis.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the conversion of all amounts outstanding under Company to issue Shares pursuant to this Note at such time Agreement (without regard other than Section 4.14 but only to any limitations on conversion) (an “Authorized Share Failure”), it shall immediately reserve and keep available such the extent the number of its duly authorized shares of Common Stock as issuable under Section 4.14 is in fact available as not known) and Warrant Shares equal to one-half (1/2) of that date and shall immediately the Warrant Shares issuable upon complete exercise of the Warrants (such amount being the “Required Minimum”). The Company undertakes to take all steps, including filing of the Proxy Statement, if necessary, within thirty (30) days of the Closing Date in order to have available and reserved on behalf of the Purchasers the amount of Common Stock necessary for the Company to comply with its reservation obligations owed to the Purchasers in connection with the Warrants issued to Purchasers herein. If ninety (90) days following the Closing Date, there are not sufficient shares available and reserved for the exercise of 100% of the Warrants by all Purchasers, the Company will for each Purchaser voted in favor of a corporate action necessary proposed in a resolution to increase stockholders of the Company at a formally noticed and held meeting of stockholders of the Company, which resolution, if adopted, would have provided the Company with sufficient authorized and unissued shares to reserve for the exercise of 100% of the Warrants, promptly issue to each such Purchaser who so voted in favor without any further action by each such Purchaser one (1) additional Warrant for every forty cents ($0.40) of such Purchaser’s Subscription Amount (each such Warrant being an “Additional Warrant”), subject to adjustment as set forth in Section 5.23. If one hundred and eighty (180) days following the Closing Date, there are not sufficient shares reserved for exercise of 100% of the Warrants by Purchasers, the Exercise Price of the Warrants held by each Purchaser who voted in favor of a corporate action proposed in a resolution to stockholders of the Company at a formally noticed and held meeting of stockholders of the Company, which resolution, if adopted, would have provided the Company with sufficient authorized and unissued shares to reserve for the exercise of 100% of the Warrants, be automatically reduced to two-thirds (2/3) of the Exercise Price in effect immediately prior to such reduction, subject to further adjustment as described therein and herein and the Required Minimum shall be increased to include all of the Warrant Shares issuable upon exercise of the Warrants and Additional Warrants issuable pursuant to this Section 4.8. If, on any date, the number of its authorized but unissued (and otherwise unreserved) shares of Common Stock until is less than the Required Minimum on such time as date, then the MakerBoard of Directors shall use commercially reasonable efforts to amend the Company’s Certificate certificate of Incorporation shall have been amended incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at 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 sentencetime, as soon as practicable after the occurrence of an Authorized Share Failure, but possible and in no any event not later than 60 days the 90th day 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 Stockdate. In connection Calculations hereunder with such meeting, the Maker shall provide each stockholder with a proxy statement and shall use its best efforts reference 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 inability Warrant Shares will be made assuming exercise of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact Warrants on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may bea cash basis.

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstandingall times have authorized and reserved for issuance, the Maker shall not have sufficient authorized but unissued Common Stock free from any preemptive rights, solely for the purpose of effecting conversions of the conversion Preferred Shares hereunder and the exercise of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”)the Warrants, 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 from time to increase time be sufficient to effect 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 Preferred Shares and the occurrence exercise of an Authorized Share Failure, but the Warrants in no event later than 60 days after full (the occurrence "Reserved Amount"). As of such Authorized Share Failurethe Closing Date, the Maker Reserved Amount 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 be equal 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 inability no less than 200% of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(gissuable upon (i) shall have no impact conversion of all of the Preferred Shares to be issued at the Closing (assuming for such purpose that such conversion were to occur as of the Closing Date) and (ii) exercise of all of the Warrants to be issued at the Closing. If on any date the rank, rights, preferences and privileges Reserved Amount is less than 175% of this Note, which shall be interpreted and applied as if the Maker had sufficient number of shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value issuable upon conversion of all of the 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, 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 increase the Reserved Amount to no less than 200% of the number of shares of Common Stock issuable into which such outstanding 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 the written consent of the holders of two-thirds of the Preferred Shares then outstanding. No Purchaser shall be issued, upon conversion of this Note Preferred Shares or which would cause the effective purchase price for the Common Stock to be less than the par value exercise of the Warrants, shares of Common StockStock 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 of Designation times (B) a fraction, the Maker shall take any numerator of which is the number of Preferred Shares purchased by such Purchaser hereunder and the denominator of which is the aggregate amount of all corporate action which may, in of the opinion of its counsel, be necessary in order that Preferred Shares purchased by the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may bePurchasers hereunder.

Reservation of Common Stock. (i) In The Company shall, on the event that Closing Date, have authorized and reserved for issuance to the Investors free from any preemptive rights, and shall keep available at anytime when this Note shall be all times during which any Notes or Warrants are 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the “Reserved Amount”) shall have no impact that, on the rankClosing Date, rightsis not less than two hundred percent (200%) of the number of Warrant Shares that would be issuable if the Warrants were then exercised in full; in each such case, preferences and privileges without regard to any limitation or restriction on (x) the issuance of this Note, which such Securities or (y) the exercise of any Warrants. The Reserved Amount shall be interpreted and applied as if allocated among the Maker had sufficient shares Investors in accordance with each Investor’s Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of Common Stock authorized but unissued to effect any conversionsuch Investor’s Warrants, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value Any portion of the shares Reserved Amount allocated to any Investor or other Person which no longer holds any Warrants shall be reallocated to the remaining Investors pro rata based on the number of Common Stock the Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred twenty five percent (125%) of the Registrable Securities issued or issuable upon conversion of this Note or which would cause to the effective purchase price for Investors under the Common Stock Warrants (such number to be less determined (x) using the exercise price of the Warrants in effect at such time and (y) without regard to any limitation or restriction on (1) the issuance of such Registrable Securities or (2) the exercise of any Warrants), the Company shall take such action (including without limitation holding a meeting of its stockholders) to increase the Reserved Amount to cover two hundred percent (200%) of such Registrable Securities, such increase to be effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event stockholder approval is required for such increase) following the Company’s receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price or effective purchase pricedeficiency. While any Warrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor then holding a Warrant.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the conversion Company to issue the Shares pursuant to this Agreement and Warrant Shares issuable upon complete exercise of all amounts outstanding under this Note at the Warrants (such time amount being the “Required Minimum”). If, on any date, the number of authorized but unissued (without regard to any limitations and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Board of Directors shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein90th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stockwithout soliciting its stockholders, the Maker shall take any Company may satisfy this obligation by obtaining such consent and all corporate action which may, in submitting for filing with the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.SEC an Information Statement on Schedule 14C.

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstanding, the Maker shall not have sufficient all times --------------------------- reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely 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”)the Debentures and the exercise of the Warrants, it shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available as shall from time to time be sufficient to effect the conversion of that date all outstanding Debentures and shall immediately take all action necessary to increase the full exercise of the Warrants and if at any time the number of its authorized but unissued shares of Common Stock until such time as shall not be sufficient to effect 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 the then outstanding under this Note as provided herein. Without limiting Debentures and the generality full exercise 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 FailureWarrants, 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 Company will take 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which as may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable to increase its authorized but unissued shares of such Common Stock 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 Debentures, and 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 Conversion Price for any stock split, reverse split, stock dividend or effective purchase pricereclassification 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, as then the case may bePurchasers 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 is not sufficient to effect the conversion of all the then outstanding Debentures or the full exercise of the Warrants, the Purchasers shall be entitled to, inter alia, the premium price redemption rights provided in the Registration Rights Agreement.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the conversion Company to issue the Shares pursuant to this Agreement and Warrant Shares issuable upon complete exercise of all amounts outstanding under this Note at the Warrants (such time (without regard to amount being the "Required Minimum"). If, on any limitations on conversion) (an “Authorized Share Failure”)date, it shall immediately reserve and keep available such the number of its duly authorized but unissued (and otherwise unreserved) shares of Common Stock as is in fact available as less than the Required Minimum on such date (an "Authorized Share Failure"), then the Board of that date and Directors shall immediately take all action necessary use commercially reasonable efforts to increase amend the number Company's certificate of its authorized shares of Common Stock until such time as the Maker’s Certificate of Incorporation shall have been amended incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ ' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stockwithout soliciting its stockholders, the Maker shall take any Company may satisfy this obligation by obtaining such consent and all corporate action which may, in submitting for filing with the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.SEC an Information Statement on Schedule 14C.

Reservation of Common Stock. At all times during which a Note is convertible, the Company will 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) In three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any 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 less than 225 million shares of Common Stock as is in fact available as of shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that date and shall it will cause the Transfer Agent to 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 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, from and after the date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reserve for the purpose of issuance of Conversion Shares under the Note a number as would, at a minimum, permit of shares of Common Stock equal to the reservation by Share Reserve. Company shall further require the Maker Transfer Agent to hold such shares of sufficient Common Stock exclusively for the benefit of Holder and to issue such shares to allow Holder promptly upon Holder’s delivery of a conversion notice under the Note. If the Company does not have sufficient authorized and unissued shares of all amounts outstanding under this Note as provided herein. Without limiting Common Stock available to increase the generality Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficient number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the foregoing sentence, stockholders as soon as practicable after the occurrence of an Authorized Share Failuresuch occurrence, but in no event later than 60 thirty (30) calendar days after the occurrence of such Authorized Share Failureoccurrence, the Maker shall and hold such meeting as soon as practicable thereafter, but in no event later than sixty (A60) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholderscalendar days after such occurrence, for the authorization sole purpose of an increase in increasing the number of authorized shares of Common Stock. In connection with such meetingthe case of a meeting of stockholders, the Maker Company’s management shall provide each stockholder with a proxy statement recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to solicit its stockholders’ approval of cause such increase in authorized additional shares of Common Stock and to cause its board be authorized so as to comply with the requirements of directors this subsection. All calculations with respect to recommend determining the Share Reserve shall be made without regard to the stockholders that they approve such proposal. The inability any limitations on conversion of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.

Reservation of Common Stock. (i) In The Company shall, on the event that Closing Date, have authorized and reserved for issuance to the Investors free from any preemptive rights, and shall keep available at anytime when this Note shall be all times during which any Notes or Warrants are 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the “Reserved Amount”) shall have no impact that, on such Closing Date, is not less than two hundred percent (200%) of (i) the rank, rights, preferences and privileges number of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock Shares issuable upon conversion of this Note or which would cause all of the effective purchase price for the Common Stock Notes to be less issued at such Closing plus (ii) the number of Warrant Shares issuable upon exercise of all of the Warrants to be issued at the Closing, in each case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Notes or the Warrants. The Reserved Amount shall be allocated among the Investors in accordance with each Investor’s Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of such Investor’s Notes or Warrants, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount allocated to any Investor or other Person which no longer holds any Notes or Warrants shall be reallocated to the remaining Investors pro rata based on the number of the Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred twenty five percent (125%) of the Registrable Securities issuable upon the conversion of the Notes and exercise of the Warrants (without regard to any restriction on such conversion or exercise), the Company shall take such action (including without limitation holding a meeting of its shareholders) to increase the Reserved Amount to cover two hundred percent (200%) of such Registrable Securities, such increase to be effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event shareholder approval is required for such increase) following the Company’s receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price deficiency. While any Notes or effective purchase priceWarrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor then holding a Note or a Warrant.

Reservation of Common Stock. (i) In The Company has available and the event that at anytime when this Note Company 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 at all times, free of its duly authorized shares preemptive and other similar rights of Common Stock as is in fact available as of that date and shall immediately take all action necessary to increase stockholders, 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 requisite aggregate number of authorized but unissued shares of Common Stock to such number as wouldenable the Company to timely effect (i) the issuance, sale and delivery of all Shares to be issued, sold and delivered in respect of each VWAP Purchase effected under this Agreement, in the case of this clause (i), at a minimum, permit least prior to the reservation delivery by the Maker Company to the Investor of sufficient shares to allow conversion the applicable VWAP Purchase Notice in connection with such VWAP Purchase, and (ii) the issuance, sale and delivery of all amounts outstanding Shares to be issued, sold and delivered in respect of each Intraday VWAP Purchase effected under this Note as provided hereinAgreement, in the case of this clause (ii), at least prior to the delivery by the Company to the Investor of the applicable Intraday VWAP Purchase Notice in connection with such Intraday VWAP Purchase. Without limiting the generality of the foregoing sentenceforegoing, as soon of the date of this Agreement the Company has reserved, and as practicable after of the occurrence of an Authorized Share FailureCommencement Date shall have continued to reserve, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Maker shall (A) hold a meeting out 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 and unissued 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 5,166,761 shares of Common Stock solely for the purpose of issuing Shares pursuant to one or more VWAP Purchases and pursuant to cause one or more Intraday VWAP Purchases (as applicable) that may be effected by the Company, in its board of directors sole discretion, from time to recommend to time from and after the stockholders that they approve such proposalCommencement Date under this Agreement. The inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price so reserved for the Common Stock purpose of effecting issuances of Shares pursuant to VWAP Purchases and pursuant to Intraday VWAP Purchases under this Agreement (as applicable) may be less than increased from time to time by the par value Company from and after the Commencement Date, and such number of reserved shares may be reduced from and after the shares Commencement Date only by the number of Common StockShares actually issued, sold and delivered to the Maker shall take Investor pursuant to any VWAP Purchase and all corporate action which may, in any Intraday VWAP Purchase (as applicable) effected from and after the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beCommencement Date pursuant to this Agreement.

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstandingall times have authorized and reserved for issuance, the Maker shall not have sufficient authorized but unissued Common Stock free from any preemptive rights, solely for the purpose of effecting conversions of the conversion Preferred Shares and exercise of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”)the Warrants, it shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available as shall from time to time be sufficient to effect the conversion of that date 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 immediately take all action necessary be equal to increase no less than 175% of 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note all of the Preferred Shares and exercise of all of the Warrants to be issued at the Tranche A Closing (assuming for such purpose that such conversion or which would cause exercise were to occur as of the effective purchase price Tranche A Closing Date). If on any date the Reserved Amount is less than 150% of the number of shares of Common Stock then issuable upon conversion of all of the Preferred Shares and exercise of all of the Warrants then outstanding (assuming for such purpose that such conversion or exercise were to occur as of such date), the Company shall take action (including without limitation seeking stockholder approval for the Common Stock to be less than the par value authorization or reservation of the additional shares of Common Stock, ) as soon as practicable (but in no event later than the Maker shall take any and all corporate action which mayfifth (5th) business day or, in the opinion event that stockholder approval is required, the sixtieth (60th) day following such date) to increase the Reserved Amount to no less than 175% of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable number of shares of such Common Stock into which such outstanding 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 the written consent of the holders of two-thirds of the Preferred 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 number of 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 number of Preferred Shares held by such adjusted Conversion Price Holder at the time of such increase. In the event that a Holder shall sell or effective purchase price-11- otherwise transfer any of such Holder's Preferred Shares, as each transferee shall be allocated a pro rata portion of such transferor's Reserved Amount. Any portion of the case may beReserved Amount which remains allocated to any person or entity which does not hold any Preferred Shares shall be allocated to the remaining Holders pro rata based on the number of Preferred Shares then held by such Holders.

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstandingall times have authorized and reserved for issuance, the Maker shall not have sufficient authorized but unissued Common Stock free from any preemptive rights, solely for the purpose of effecting conversions of the conversion Preferred Shares and exercise of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”)the Warrants, 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 from time to increase time be sufficient to effect 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 Preferred Shares and exercise of all of the occurrence Warrants (the "Reserved Amount"). As of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share FailureClosing Date, the Maker Reserved Amount shall be equal to no less than 5,175,000 (Asubject to equitable adjustment for each of the events specified in Section 6 of the Certificate of Designation) 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 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 meeting, Purchaser hereunder bears to the Maker aggregate number of Preferred Shares purchased by all of the Purchasers hereunder; and any increase to the Reserved Amount shall provide be allocated to each stockholder with a proxy statement Purchaser in the same proportion as the number of Conversion Shares and shall use its best efforts Warrant Shares issuable to solicit its stockholders’ approval such Purchaser upon conversion of the Preferred Shares and exercise of the Warrants held by such Purchaser at the time of such increase in authorized shares (assuming for such purpose that such conversion or exercise were to occur as of Common Stock the time of such increase and without regard to cause its board of directors to recommend any restriction or limitation on such conversion or exercise) bears to the stockholders aggregate number of Conversion Shares and Warrant Shares issuable to all of the Purchasers upon conversion of the Preferred Shares and exercise of the Warrants held by such Purchasers at the time of such increase (assuming for such purpose that they approve such proposalconversion or exercise were to occur as of the time of such increase and without regard to any restriction or limitation on such conversion or exercise). The inability of Company shall not reduce the Maker to reserve the required number of shares reserved for issuance hereunder without the written consent of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value each of the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beholders Preferred Shares then outstanding.

Reservation of Common Stock. (i) In The Company shall authorize, reserve for issuance to the event that at anytime when this Note shall be outstandingInvestor, 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 at 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 wouldtimes during which Preferred Shares or Warrants are outstanding, at free from any preemptive rights, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the “Reserved Amount”) shall have no impact that, on the rankClosing Date, 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value is not less than one hundred ten percent (110%) of the shares sum of Common Stock (A) the number of Conversion Shares issuable upon conversion of this Note all of the Preferred Shares issuable at the Closing plus (B) the number of Warrant Shares issuable upon exercise of all of the Warrants issuable at the Closing, in each case without regard to any limitation on such conversion or exercise that may otherwise exist. The Reserved Amount shall be allocated in accordance with each Investor’s Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of such Investor’s Preferred Shares or Warrants, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount allocated to any Investor or other Person which would cause no longer holds any Preferred Shares or Warrants shall be reallocated to the effective purchase price for remaining Investors pro rata based on the Common number of Outstanding Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred percent 100% of the Registrable Securities issuable upon the conversion of the Preferred Stock and the exercise of the Warrants (without regard to any restriction on such conversion or exercise), the Company shall take such action (including without limitation holding a meeting of its stockholders) to increase the Reserved Amount to cover 110% of the Registrable Securities issuable upon such conversion and exercise), such increase to be less effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event stockholder approval is required for such increase) following the Company’s receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price deficiency. While any Preferred Shares or effective purchase priceWarrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor.

Reservation of Common Stock. The Company shall, on the Closing Date, have authorized and reserved for issuance, free from any preemptive rights, a number of shares of Common Stock (ithe "Reserved Amount") equal to at least one hundred and fifty percent (150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Debentures 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 Transaction Documents. In the event that at anytime when this Note shall be outstanding, the Maker shall not have sufficient authorized but unissued Common Stock for Reserved Amount is less than one hundred and twenty-five percent (125%) of the purpose number of effecting the Debenture Shares then issuable upon conversion of or otherwise under all amounts of the Debentures and the number of Warrant Shares then issuable upon exercise of all of the Warrants then outstanding under this Note at such time (without regard to any limitations limitation or restriction on conversion) (an “Authorized Share Failure”such conversion or exercise that may be set forth in the Transaction Documents), it the Company shall immediately reserve and keep available such number take action (including without limitation seeking stockholder approval for the authorization or reservation of its duly authorized additional 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, Stock) 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 Failuretenth (10th) business day or, in the event that stockholder approval is required, the Maker shall sixtieth (A60th) hold a meeting day following such date) to increase the Reserved Amount to no less than one hundred and fifty percent (150%) 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the Debenture Shares then par value of the shares of Common Stock issuable upon conversion of this Note or which would cause otherwise under such outstanding Debentures and the effective purchase price number of Warrant Shares then issuable upon exercise of such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without the Common Stock to be less than the par value written consent of the shares holders of Common Stock, seventy-five percent (75%) of the Maker shall take Registrable Securities into which all of the Debentures and Warrants then outstanding are convertible or exercisable (without regard to any and all corporate action which may, limitation on such conversion or exercise that may be set forth in the opinion Transaction Documents). The initial Reserved Amount shall be allocated pro rata among the Investors based on the principal amount of its counsel, the Debentures issued to each Investor at the Closing. Each increase in the Reserved Amount shall be necessary in order that allocated pro rata among the Maker may validly Holders based on the amount of Registrable Securities into which all of the Debentures and legally issue fully paid and nonassessable shares Warrants held by such Holder at the time of such Common Stock increase are convertible or exercisable (without regard to any limitation on such conversion or exercise that may be set forth in the Transaction Documents). In the event that a Holder shall sell or otherwise transfer any of such Holder's Debentures, 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 Debentures shall be reallocated to the remaining Holders pro rata based on the amount of Registrable Securities into which all of the outstanding Debentures and Warrants at the time of such adjusted Conversion Price increase are convertible or effective purchase price, as exercisable (without regard to any limitation on such conversion or exercise that may be set forth in the case may beTransaction Documents).

Reservation of Common Stock. (ia) In There have been reserved, and the event that Company shall at anytime when this Note shall be outstandingall times keep reserved, out of the Maker shall not have authorized and unissued shares of Common Stock, a number of shares sufficient authorized but unissued Common Stock to provide for the purpose exercise of effecting the conversion rights of all amounts purchase represented by the Warrants and the Representative's Warrants then outstanding under this Note at such time or issuable upon exercise, and the transfer agent for the Common Stock (without regard b) Prior to the issuance of 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 upon exercise of the 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 is in fact available any unexpired Warrants remain outstanding, the Company will file such post-effective amendments to the Registration Statement or supplements to the Prospectus filed pursuant to the Securities Act of 1933, as of that date and shall immediately take all action amended (the "Act"), with respect to the Warrants (or such other registration statements or post-effective amendments or supplements) as may be necessary to increase permit trading in the number Warrants and to permit the Company to deliver to each person exercising a Warrant a Prospectus meeting the requirements of its authorized 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 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 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 until issued to, any registered holder in any state in which such time as exercise would be unlawful. The Company will keep a copy of this Agreement on file with 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, transfer agent 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 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 hereby irrevocably authorized to cause its board 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 directors to recommend 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 stockholders that they approve Company, and such proposal. The inability canceled Warrant certificates shall constitute sufficient evidence of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) which have been issued upon the exercise of such Warrants. Promptly after the expiration date of the Warrants, the Warrant Agent shall have certify to the Company the aggregate number of such Warrants which expired unexercised, and after the expiration date of the Warrants, no impact on the 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 shall be subject to effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, reservation in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares respect of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrants.

Reservation of Common Stock. The Company hereby represents, warrants and covenants that there have been reserved, and the Company shall at all applicable times keep reserved until issued (iif necessary) In as contemplated by this Section 7, out of the event that at anytime when this Note shall be outstandingauthorized and unissued shares of Common Stock, the Maker shall not have sufficient authorized but unissued Common Stock shares to provide for the purpose exercise of effecting the conversion rights of all amounts outstanding 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 Note Warrant. The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such time (without regard to any limitations on conversion) (an “Authorized Share Failure”)Warrant Shares, it shall immediately reserve duly authorized, validly issued, fully paid and keep available such number of its duly authorized non-assessable shares of Common Stock as is in fact available as of that date the Company free from all taxes, liens 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 charges created by the Maker Company in respect of sufficient shares the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to allow conversion the extent as waived or consented to by the Warrantholder, the Company shall not by any action, including, without 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 observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all amounts outstanding under 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 Note as provided hereinWarrant against impairment. 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 Failureforegoing, the Maker shall Company will (Aa) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization of an not 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of any Warrant Share above the shares of Common Stockamount payable therefor upon such exercise immediately prior to such increase in par value, the Maker shall (b) take any and all corporate such action which may, in the opinion of its counsel, as may be necessary or appropriate in order that the Maker Company may validly and legally issue fully paid and nonassessable shares Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such Common Stock at 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 Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such adjusted Conversion Price authorizations or effective purchase priceexemptions thereof, or consents thereto, as the case may bebe necessary from any public regulatory body or bodies having jurisdiction thereof.

Reservation of Common Stock. (i) In The Company shall, on the event that at anytime when this Note shall be outstandingInitial Closing Date, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the "Reserved Amount") shall have no impact authorized and reserved for issuance to the Investors free from any preemptive rights that, on the ranksuch Closing Date, 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value is not less than two hundred percent (200%) of the shares sum of Common Stock (A) the number of Conversion Shares issuable upon conversion of this Note all of the Debentures issued or issuable at or prior to the Initial Closing plus (B) the number of Warrant Shares issuable upon exercise of all of the Warrants issued or issuable at or prior to the Initial Closing, in each case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Debentures or the Warrants. The Reserved Amount shall be allocated in accordance with each Investor's Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of such Investor's Debentures or Warrants, each transferee shall be allocated a pro rata portion of such transferor's Reserved Amount. Any portion of the Reserved Amount allocated to any Investor or other Person which would cause no longer holds any Debentures or Warrants shall be reallocated to the effective purchase price for remaining Investors pro rata based on the Common Stock number of Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred and fifty percent (150%) of the Registrable Securities issuable upon the conversion of the Debentures and the exercise of the Warrants (without regard to any restriction on such conversion or exercise), the Company shall take such action (including without limitation holding a meeting of its shareholders) to increase the Reserved Amount to cover two hundred percent (200%) of the Registrable Securities issuable upon such conversion and exercise), such increase to be less effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event shareholder approval is required for such increase) following the Company's receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price deficiency. While any Debentures or effective purchase priceWarrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor.

Reservation of Common Stock. (i) In On any date hereafter, in the event that at anytime when this Note shall be outstanding--------------------------- the number of Shares reserved, 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 as to any limitations Investor, is less than 200% of the Conversion Shares necessary to convert all of such Investor's Convertible Debenture, based on conversion) the then Conversion Price, and Warrant Shares to exercise all of such Investor's Warrant (an “Authorized Share Failure”the "Trigger Amount"), it then the Company shall immediately reserve and keep available have seven (7) calendar days from 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 reserved as to such time as Investor above the Maker’s Certificate of Incorporation Trigger Amount, unless to do so the Company must authorize additional shares, in which case the Company shall have been amended sixty (60) calendar days from such date to increase the number of shares authorized and reserved as to such Investor above the Trigger Amount. The Company agrees to present a proposal for shareholder approval to permit the Company to issue a number of Conversion Shares and Warrant Shares which is in excess of 19.9% of the number of the Company's issued and outstanding shares of Common Stock to such number as wouldon the first Closing Date ("NASD Limit"), at the earlier of (i) the next annual meeting of shareholders, or (ii) 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 special meeting of the foregoing sentence, as soon as practicable after shareholders to be held within 60 calendar days of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the 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 date the number of authorized shares Conversion Shares the Investors may convert into at the then Conversion Price (notwithstanding any limitations herein or in the Convertible Debenture) becomes greater than 85% of Common Stock. In connection the NASD Limit, with the recommendation of the Board of Directors that such proposal be approved, unless at the date of such meeting, less than 1% of the Maker principal amount of the Preferred Stock remain issued and outstanding, in which event the Company may withdraw such proposal from a vote by the shareholders. Unless the Company obtains a waiver from all of the Investors, if such proposal is required to be voted on and is not approved at the next annual meeting of the shareholders or if such special meeting is not held within the required time period and such proposal is not approved at the special meeting, the Company shall provide each stockholder with either, at the election of a proxy statement and shall use majority in interest of the Investors, (i) voluntarily de-list 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 from any Principal Market which requires such approval, or (ii) redeem the stockholders that they approve such proposal. The inability Convertible Debentures in accordance with Section 5 of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beConvertible Debentures.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate of the effectiveness of the Registration Statement, the Maker Company 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 at all times, free 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 wouldpreemptive rights, 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 125% 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on necessary, from time to time, to enable the rank, rights, preferences and privileges of this Note, which shall be interpreted and applied Company to satisfy any obligation to issue the Put Shares for the Minimum Commitment Amount (based upon the then applicable Market Price as if a Put Date occurred twelve Trading Days before the Maker had sufficient last Trading Day of the 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 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 effect any conversiondeliver the requisite number of Blackout Shares, the Company shall deliver to Investor such number of Blackout Shares that the Company has authorized but unissued and unreserved. Before taking any action which would cause an adjustment reducing In either case, the Conversion Price below Company shall, at its expense, promptly seek and use its best efforts to obtain shareholder approval as required under the then par value Delaware General Corporation Law to increase the number of the shares of Common Stock issuable upon conversion it is authorized to issue, in order to meet all of its obligations to issue Put Shares and Blackout Shares (if any) under this Note or which would cause Agreement, such that the effective purchase price Company shall have reserved for the Common Stock to be less than the par value 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, Stock than the Maker shall take any and all corporate action which may, in Company has authority to issue based upon the opinion then number of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price outstanding or effective purchase pricereserved for issuance. The number of shares so reserved from time to time, as theretofore increased or reduced as hereinafter provided, may be reduced by the case may benumber of shares actually delivered hereunder.

Reservation of Common Stock. (i) In The Registered Holder understands that as of the event that at anytime when this Note shall be outstandingDate of Issuance, the Maker shall Company does not have sufficient an adequate number of shares of authorized but unissued Common Stock for available to satisfy the purpose of effecting the conversion outstanding rights of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”)securityholders who hold options, it shall immediately reserve and keep available such number of its duly authorized warrants or other rights which are exercisable for or convertible into shares of the Company's Common Stock as is in fact available as of that date and shall immediately take all action necessary Stock. The Company has implemented steps 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 shareholders to authorize an increase in authorized Common Stock to no less than 40,000,000 shares (the number of authorized shares of Common Stock"Capital Increase"). In connection with such meeting, the Maker shall provide each stockholder with a proxy statement and The Company agrees that it shall use its best efforts to solicit hold such shareholder meeting no later than April 30, 1998. Assuming adoption of the Capital Increase at such meeting, the Company shall at all times thereafter reserve and keep available for issuance upon the exercise of the Warrants such number of its stockholders’ approval of such increase in authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants, and to cause its board of directors to recommend to the stockholders that they approve upon such proposal. The inability of the Maker to reserve the required number of issuance such shares of Common Stock required will be validly issued, fully paid and nonassessable. In the event the Company does not hold a meeting of its shareholders by this Section 3.4(g) shall have no impact on April 30, 1998 at which it presents the rankCapital Increase, rightsor in the event the Capital Increase is not approved by the Company's shareholders at such meeting, preferences and privileges of this Notethen at any time after April 30, 1998, any registered Holder exercising Warrants for which shall be interpreted and applied as if the Maker had sufficient Company is unable to issue shares of Common Stock authorized but unissued shall be entitled to effect any conversion. Before taking any action which would cause an adjustment reducing have their Warrants repurchased by the Conversion Price below Company for a price equal to the then par value number of shares not issuable by the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares Company as a result of such Common Stock at such adjusted Conversion deficiency times the difference between the Market Price or effective purchase price, as on the case may beExercise Date and the Exercise Price.

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstanding, the Maker shall not have sufficient all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting providing for the exercise of the Warrant, conversion of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”)the Debenture, it shall immediately reserve payment of Extension Fees 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 issuance of the foregoing sentenceEquity Shares, 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 inability of the Maker to reserve the required number of shares of Common Stock required by as shall from time to time equal the number of Underlying Shares, Extension Fees and the Equity Shares issuable pursuant to this Section 3.4(g) Agreement in accordance with their respective terms. In the event the Company shall have no impact on at any time after the rank, rights, preferences and privileges date of this Note, which shall be interpreted Agreement and applied as if prior to the Maker had sufficient date the Equity Consideration is paid in full: (i) declare a dividend on shares of Common Stock authorized but unissued to effect payable in shares of any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value class of capital stock of the Company, (ii) subdivide the outstanding shares of Common Stock issuable upon conversion into a greater number of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, (iii) combine the Maker outstanding shares of Common Stock into a smaller number of shares pursuant to a reverse split, or (iv) issue any shares of capital stock in a reclassification of shares of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then in such event the number and kind of shares of capital stock issued at the Maturity Date of the Debenture or issuable pursuant to Warrants to be delivered at the Maturity Date as the Equity Consideration hereunder, shall take any be proportionately adjusted so that the Investor shall be entitled to receive the aggregate number and all corporate action kind of shares of capital stock corresponding to the number and kind of shares which maythe Investor would have been entitled to receive if the securities comprising the Equity Consideration had been issuable and issued immediately prior to such date. For the avoidance of doubt, in the opinion case of its counsela reverse split, the number of shares which the Investor would be necessary in order that entitled to receive hereunder or upon exercise of the Maker may validly and legally issue fully paid and nonassessable Default Conversion right under the Debenture or upon exercise of the right to purchase securities under the Warrant would be reduced to the applicable fraction (e.g., one-tenth to one-fifteenth) of the number of shares of such Common Stock common stock which the Investor would have received or been able to purchase upon an issuance, conversion or exercise occurring immediately prior to the reverse split, at such adjusted Conversion Price or effective purchase an issue price, conversion price or exercise price equal to the corresponding multiple (e.g., ten to fifteen times) the price in effect before the reverse split, resulting in the same aggregate price or value being deemed received or required to be paid upon exercise as would have been applicable immediately preceding the case may bereverse split.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for the purpose of effecting enabling the conversion Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants. Each of the Purchasers acknowledge that any future exercise of any Warrants pursuant to Section 2(c) of the Warrant shall require delivery of the aggregate nominal amount of the Ordinary Shares issuable upon exercise of such Purchaser’s Warrants before such Warrant Shares are issued. The Company acknowledges that each Purchaser that so elects under Section 2.2(b)(ii) herein has paid the aggregate nominal amount of the Ordinary Shares issuable upon exercise of such Purchaser’s Warrants (other than the Pre-Funded Warrants) and the Company shall hold such aggregate nominal amount in trust and shall apply it as applicable in connection with exercises of such Warrants pursuant to Section 2(c) therein by such Purchaser or any assignee of such Warrants. Upon the exercise of the Warrants (other than the Pre-Funded Warrants) other than pursuant to Section 2(c) therein by such Purchaser or any assignee of such Warrants or upon the termination of such Warrants prior to exercise of all amounts outstanding under this Note at or any portion of such time (without regard Warrants, the Company shall return 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 Purchaser 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 applicable portion of the foregoing sentence, as soon as practicable after aggregate nominal amount of the occurrence of an Authorized Share Failure, but Ordinary Shares 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 meetingWarrants that have been exercised other than pursuant to Section 2(c) therein on a periodic six (6) month basis or promptly upon request by the Purchaser and, upon termination of such Warrants prior to exercise of all or any portion of such Warrants, the Maker Company shall provide promptly return to the Purchaser in full the remaining amount of the aggregate nominal amount of the Ordinary Shares in connection with such Warrants or promptly upon request by the Purchaser. Notwithstanding the foregoing, each stockholder with a proxy statement and Purchaser shall use its best efforts have the right, upon three (3) Trading Days’ notice to solicit its stockholders’ approval the Company, to require the Company to return the remaining amount of the aggregate nominal amount of the Ordinary Shares issuable upon exercise of such increase in authorized shares Purchaser’s Warrants (other than the Pre-Funded Warrants) that was paid by such Purchaser, provided that any future exercise of Common Stock and such Warrants pursuant to cause its board Section 2(c) therein by such Purchaser shall require delivery of directors to recommend to the stockholders that they approve such proposal. The inability aggregate nominal amount of the Maker to reserve Ordinary Shares before the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrant Shares are issued.

Reservation of Common Stock. (i) In 2.5.1 So long as the event that at anytime when this New Note shall be remains outstanding, the Maker Company shall reserve 15 million shares of Common Stock (the “Required Reserve Amount”) to be issued to the Investor in accordance with Section 6 hereof. 2.5.2 If, notwithstanding Section 2.5.1, and not in limitation thereof, at any time while the New Note remains outstanding the Company does not have a sufficient number of authorized but unissued and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount for issuance pursuant to the purpose terms of effecting the conversion of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) Agreement, (an “Authorized Share Failure”), it then the Company shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available practicable as of that date and shall immediately possible take all action necessary to increase the number of its Company’s authorized shares of Common Stock until such time as or effectuate a reverse split of 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 an amount sufficient shares to allow conversion of all amounts outstanding under this Note as provided hereinthe Company to reserve the Required Reserve Amount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker 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. The inability of In the Maker to reserve event that the required number of Company is prohibited from issuing shares of Common Stock required by this Section 3.4(g) shall have no impact on pursuant to the rank, rights, preferences and privileges terms of this Note, which shall be interpreted and applied as if Agreement due to the Maker had failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued to effect any conversion. 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 conversion (such unavailable number of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may“Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to the opinion Investor, the Company shall pay to the Investor, in cash, an amount equal to the sum of its counsel, be necessary (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the 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 such issuance and payment under this Section 2.5.2; and (ii) to the extent the Investor purchases (in order that the Maker may validly and legally issue fully paid and nonassessable an open market transaction or otherwise) shares of such Common Stock at such adjusted Conversion Price or effective purchase priceto deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, as any brokerage commissions and other out-of-pocket expenses, if any, of the case may beInvestor incurred in connection therewith.

Reservation of Common Stock. (i) In 2.5.1. So long as the event that at anytime when this New Note shall be remains outstanding, the Maker Company shall 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, notwithstanding Section 2.5.1, and not in limitation thereof, at any time while the New Note remains outstanding the Company does not have a sufficient number of authorized but unissued and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount for issuance pursuant to the purpose terms of effecting the conversion of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) Agreement (an “Authorized Share Failure”), it then the Company shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available soon as of that date and shall immediately practicable take all action necessary to increase the number of its Company’s authorized shares of Common Stock until such time as or effectuate a reverse split of 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 an amount sufficient shares to allow conversion of all amounts outstanding under this Note as provided hereinthe Company to reserve the Required Reserve Amount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker 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. The inability of In the Maker to reserve event that the required number of Company is prohibited from issuing shares of Common Stock required by this Section 3.4(g) shall have no impact on pursuant to the rank, rights, preferences and privileges terms of this Note, which shall be interpreted and applied as if Agreement due to the Maker had failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued to effect any conversion. 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 conversion (such unavailable number of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may“Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to the opinion Investor, the Company shall pay to the Investor, in cash, an amount equal to the sum of its counsel, be necessary (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price (as defined below) of the Common Stock on any Trading Day during the period commencing on the 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 order that the Maker may validly and legally issue fully paid and nonassessable an open market transaction or otherwise) shares of such Common Stock at such adjusted Conversion Price or effective purchase priceto deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, as any brokerage commissions and other out-of-pocket expenses, if any, of the case may beInvestor incurred in connection therewith.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved and the Company 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 continue 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 at all times 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 favor of the foregoing sentencePurchasers on a pro rata basis based on each Purchaser’s Subscription Amount, as soon as practicable after the occurrence free of an Authorized Share Failurepreemptive rights, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(gequal to the greater of (i) shall have no impact on three times the rank, rights, preferences and privileges number of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. 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 conversion of this Note or the Notes and exercise of the Warrants until such time as the authorized shares of the Company shall have been increased to 400 million at which would cause the effective purchase price for the time such number of shares of Common Stock to shall be less than five times the par value number of shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants, (ii) 19.9% of the outstanding shares of Common Stock, subject to adjustment for stock splits and dividends, combinations and similar events. Upon the Maker Company’s receipt of its Common Stock from certain holders in connection with the Company’s disposition of its Subsidiary Vitel Laboratorios, S.A. de C.V., the Company shall take promptly inform the Transfer Agent of the total number of such shares and instruct the Transfer Agent to reserve such shares proportionately for the benefit of each of the Purchasers to be utilized by them in connection with any and all corporate action which may, of their holdings in the opinion Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company at any time fails to meet this reservation of Common Stock requirement within 45 days after written notice from the Holder, it shall pay the Purchasers as partial liquidated damages and not as a penalty a sum equal to $500 per day for each $100,000 of each Purchaser’s Subscription Amount and it shall sell to the Lead Investor for $100 a series of preferred stock which contains the power to vote a number of votes equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s shareholders (with the power to take action by written consent in lieu of a shareholders meeting) for the sole purpose of amending the Company’s Articles of Incorporation to increase its counsel, be authorized Common Stock. The Company shall not enter into any agreement or file any amendment to its Articles of Incorporation (including the filing of a Certificate of Designation) which conflicts with this Section 4.9 while the Notes and Warrants remain outstanding. The Company agrees to file within 45 days of the date hereof a proxy statement and take all other necessary corporate actions in order that the Maker may validly and legally issue fully paid and nonassessable to obtain shareholder approval as expeditiously as possible to increased its authorized shares of such Common Stock at to 400 million. Dr. Jxxxxxxx Xxxx shall have agreed to vote all of his shares in favor of such adjusted Conversion Price or effective purchase price, as the case may bestock split.

Reservation of Common Stock. The Company shall, on the Closing ------------------------------ Date, have authorized and reserved for issuance, free from any preemptive rights, a number of shares of Common Stock at least equal to one hundred and fifty percent (i150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Preferred Stock 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 Certificate of Designation or the Warrants (the "Reserved Amount"). In --------------- the event that at anytime when this Note shall be outstandingthat, as a result of an adjustment to the Conversion Price of the Preferred Stock or the Exercise Price for the Warrants (pursuant to anti-dilution adjustments or otherwise), the Maker shall not have sufficient authorized but unissued Reserved Amount is less than one hundred and twenty five percent 125% of the number of shares of Common Stock for the purpose of effecting the then issuable upon conversion of all amounts of the Preferred Stock and exercise of all of the Warrants then outstanding under this Note at such time (without regard to any limitations limitation or restriction on conversion) (an “Authorized Share Failure”such conversion or exercise that may be set forth in the Preferred Stock or the Warrants), it the Company shall immediately reserve and keep available such number take action (including without limitation seeking stockholder approval for the authorization or reservation of its duly authorized additional 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, Stock) 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 Failuretenth (10th) business day or, in the event that stockholder approval is required, the Maker shall sixtieth (A60th) hold a meeting of its stockholders or (Bday following such date) obtain a majority written consent of its stockholders, for to increase 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 Reserved Amount 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 inability no less than 150% of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(ginto which such outstanding 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 the written consent of the holders of seventy-five percent (75%) of the Registrable Securities into which all of the Preferred Stock and Warrants then outstanding are convertible or exercisable (without regard to any limitation on such conversion or exercise). The initial Reserved Amount shall have no impact be allocated pro rata among the Investors based on the rank, rights, preferences and privileges principal amount of this Note, which the Preferred Stock issued to each Investor at the Closing. Each increase in the Reserved Amount shall be interpreted and applied as if allocated pro rata among the Maker had sufficient shares Holders based on the amount of Common Stock authorized but unissued to effect any conversion. Before taking any action Registrable Securities into which would cause an adjustment reducing the Conversion Price below the then par value all of the shares Preferred Stock and Warrants held by such Holder at the time of Common Stock issuable upon 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 this Note or which would cause the effective purchase price for the Common Stock to such Holder's Preferred Stock, each transferee shall be less than the par value allocated a pro rata portion of such transferor's Reserved Amount. Any portion of the shares Reserved Amount which remains allocated to any person or entity which does not hold any Preferred Stock shall be reallocated to the remaining Holders pro rata based on the amount of Common Stock, Registrable Securities into which all of the Maker shall take any outstanding Preferred Stock and all corporate action which may, in Warrants at the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares time of such Common Stock at increase are convertible or exercisable (without regard to any limitation on such adjusted Conversion Price conversion or effective purchase price, as the case may beexercise).

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved and the Company shall not have sufficient authorized but unissued continue to reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of effecting 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 all amounts outstanding under this Note the Preferred Stock and exercise of the Warrant, or if the Holders of the Preferred Stock would at such any time (without regard upon conversion thereof be entitled to any limitations on conversion) (an “Authorized Share Failure”), it shall immediately reserve and keep available such number the issuance of its duly authorized 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 is may be required to issue such shares in fact available as excess of that date and shall immediately take all action necessary to increase the number so reserved or in excess of its authorized shares of Common Stock until such time limitation, as the Maker’s Certificate case may be. The Board 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 Directors of the foregoing sentenceCompany shall recommend such approval to the shareholders. The Company shall, as soon as practicable after the occurrence of an Authorized Share Failureon or before August 31, but in no event later than 60 days after the occurrence of such Authorized Share Failure1997, the Maker shall (A) hold holder 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 obtain at such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve meeting such proposal. The inability approvals of the Maker Company's stockholders as may be required to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value issue all of the shares of Common Stock issuable upon conversion of this Note of, or which would cause otherwise with respect to, the effective purchase price for Preferred Stock (including the Common Preferred Stock to be less than the par value issuable upon exercise of the 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, acquisition and disclosure of such 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 recommendation in the proxy statement used to solicit such stockholder approval. The Company represents and warrants that it has reserved an additional approximately 1,800,000 shares of Common Stock, Stock for issuance upon conversion of the Maker shall take any Company's 6% Subordinated Convertible Debentures and all corporate action which may, in the opinion exercise of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at Purchase Warrants issued in May 1996. The Company agrees to maintain such adjusted Conversion Price reserve for such purposes (except to the extent that such shares are issued upon any such conversion or effective purchase price, as the case may beexercise).

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstanding, the Maker shall not have sufficient all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, for the purpose of effecting the conversion of all amounts outstanding under the Series B Preferred Stock and exercise of the Warrants and otherwise complying with the terms of this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”)Agreement, it shall immediately reserve and keep available 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 otherwise to comply with the terms of this Agreement. Notwithstanding the foregoing, because there is in fact available as of no "floor" or minimum conversion or exercise price applicable to the Subject Securities, it is mathematically possible that date and shall immediately take all action necessary to increase the Subject Securities could convert into or become exercisable for a number of its authorized shares of Common Stock until such that it is in excess of the Company's authorized capital thereof. If at any time as the Maker’s Certificate of Incorporation shall have been amended to increase 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 wouldshall be sufficient for such purposes. The Company will obtain any authorization, at a minimumconsent, permit the reservation approval or other action by the Maker of sufficient shares to allow conversion of all amounts outstanding or make any filing with any court or administrative body that may be required 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 applicable Federal or state Securities laws 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 inability of the Maker to reserve the required number issuance or delivery of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Series B Preferred Stock to be less than the par value and exercise of the shares Warrants. The Company will not, by amendment to its Certificate of Common StockIncorporation 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 Maker shall observance or performance of any of the terms of the Series B Preferred Stock or the Conversion Shares or the Warrants, if any, and will at all times carry out all such terms and take any and all corporate such action which may, in the opinion of its counsel, as may be necessary or appropriate in order that to protect the Maker may validly conversion rights of the holders of the Series B Preferred Stock and legally issue fully paid and nonassessable shares exercise rights of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beholders of the Warrants.

Reservation of Common Stock. (i) In The Company shall, on each Closing Date, have authorized and reserved for issuance to the event that Investors free from any preemptive rights, and shall keep available at anytime when this Note shall be all times during which any or Warrants are 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the "Reserved Amount") shall have no impact that, on the ranksuch Closing Date, 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value is not less than one hundred percent (100%) of the shares sum of Common Stock (A) the number of Conversion Shares issuable upon conversion of this Note all of the Debentures issued or issuable at or prior to such Closing plus (B) the number of Warrant Shares issuable upon exercise of all of the Warrants issued or issuable at or prior to such Closing, in each case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Debentures or the Warrants. The Reserved Amount shall be allocated in accordance with each Investor's Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of such Investor's Debentures or Warrants, each transferee shall be allocated a pro rata portion of such transferor's Reserved Amount. Any portion of the Reserved Amount allocated to any Investor or other Person which would cause no longer holds any Debentures or Warrants shall be reallocated to the effective purchase price for remaining Investors pro rata based on the Common Stock number of Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred percent (100%) of the Registrable Securities issuable upon the conversion of the Debentures and the exercise of the Warrants (without regard to any restriction on such conversion or exercise), the Company shall take such action (including without limitation holding a meeting of its stockholders) to increase the Reserved Amount to cover one hundred percent (100%) of the Registrable Securities issuable upon such conversion and exercise), such increase to be less effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event stockholder approval is required for such increase) following the Company's receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price deficiency. While any Debentures or effective purchase priceWarrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for the purpose of effecting enabling the conversion 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 amounts outstanding under this Note action necessary to at such time all times have authorized, and reserved for the purpose of issuance, no less than 100% of the sum of the maximum number of Warrant Shares or Pre-Funded Warrant Shares issuable upon exercise in full of the Warrants or Pre-Funded Warrants (without regard to any limitations on conversionthe exercise of the Warrants or Pre-Funded Warrants set forth therein) (an collectively, the “Authorized Share FailureRequired Reserve Amount”), it ; provided that at no time 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 inability of the Maker to reserve the required number of shares of Common Stock required by reserved pursuant to this Section 3.4(g) shall have no impact on 4.9 be reduced other than proportionally in connection with any exercise of the rank, rights, preferences and privileges Warrants. If at any time the number of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued and reserved for issuance is not sufficient to effect any conversion. Before taking any action which would cause an adjustment reducing meet the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common StockRequired Reserve Amount, the Maker shall Company will promptly take any and all corporate action which maynecessary 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 opinion case of its counselan insufficient number of authorized shares, be necessary obtain stockholder approval of an increase in order such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the Maker may validly and legally issue fully paid and nonassessable number of authorized shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as is sufficient to meet the case may beRequired Reserve Amount.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the Company to issue the Underlying Shares pursuant to the conversion of all amounts outstanding under this Note at the Notes and upon exercise of the Warrants (such time amount being the “Required Minimum”). If, on any date, the number of authorized but unissued (without regard to any limitations and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Board of Directors shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ ' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stockwithout soliciting its stockholders, the Maker shall take any Company may satisfy this obligation by obtaining such consent and all corporate action which may, in submitting for filing with the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.SEC an Information Statement on Schedule 14C.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the Company to issue the Conversion Shares issuable upon complete conversion of all amounts outstanding under the Shares issued pursuant to this Note at Agreement (such time amount being the “Required Minimum”). If, on any date, the number of authorized but unissued (without regard to any limitations and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Board of Directors shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein90th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 ninety (90) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stockwithout soliciting its stockholders, the Maker shall take any Company may satisfy this obligation by obtaining such consent and all corporate action which may, in submitting for filing with the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.SEC an Information Statement on Schedule 14C.

Reservation of Common Stock. The Company shall, on the Closing Date, have authorized and reserved for issuance, free from any preemptive rights, a number of shares of Common Stock at least equal to one hundred and fifty percent (i150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the Subordinated Debenture 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 therein (the "RESERVED AMOUNT"). In the event that at anytime when this Note shall be outstandingthat, as a result of an adjustment to the Conversion Price or the Exercise Price (pursuant to anti-dilution adjustments or otherwise), the Maker shall not have sufficient authorized but unissued Reserved Amount is less than 125% of the number of shares of Common Stock for the purpose of effecting the then issuable upon conversion of all amounts outstanding under this Note at such time of the Subordinated Debenture and exercise of all of the Warrants (without regard to any limitations limitation or restriction on conversion) (an “Authorized Share Failure”such conversion or exercise that may be set forth therein), it the Company 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 Failuretenth (10th) business day or, in the event that stockholder approval is required, the Maker shall sixtieth (A60th) hold a meeting of its stockholders or (Bday following such date) obtain a majority written consent of its stockholders, for increase 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 Reserved Amount 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 inability no less than 150% of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) into which the Subordinated Debenture is then convertible and such outstanding Warrants are exercisable without regard to any limitation or restriction on such conversion or exercise that may be set forth therein. The Company shall have no impact on not reduce the ranknumber of shares reserved for issuance hereunder without the written consent of the Holder. In the event the Holder shall sell or otherwise transfer any portion of the Subordinated Debenture or the Warrants, rights, preferences and privileges of this Note, which each transferee shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value allocated a PRO RATA portion of the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beHolder's Reserved Amount.

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstandingall times have --------------------------- authorized and reserved for issuance, the Maker shall not have sufficient authorized but unissued Common Stock free from any preemptive rights, solely 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 conversions 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 Preferred Shares 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 inability exercise of the Maker to reserve the required Warrant, such number of shares of Common Stock required by this Section 3.4(g) as shall have no impact on from time to time be sufficient to effect the rankconversion of the Preferred Shares and exercise of the Warrant (the "Reserved -------- Amount"). As of the Closing Date, rights, preferences and privileges of this Note, which the Reserved Amount shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued equal to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value no less ------ than 200% of the number of shares of Common Stock issuable upon conversion of this Note or which would cause all of the effective purchase price Preferred Shares at the Market Conversion Price (as defined in the Certificate of Designation) then in effect and exercise of the Warrant in full at the Exercise Price. If, on any date (a "Reserved Amount Trigger Date"), the ---------------------------- Reserved Amount is less than 150% of the number of shares of Common Stock then issuable upon conversion of all of the Preferred Shares then outstanding and exercise of the Warrant in full, the Company shall take action (including without limitation soliciting stockholder approval for the authorization or reservation of additional shares of Common Stock) to increase the Reserved Amount to no less than 200% 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 increase to be less effected as soon as practicable but no later than the par value 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 the additional shares of Common Stock, the Maker Company shall take use its best efforts to obtain such approval 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 the written consent of the holders of two-thirds of the Preferred Shares then outstanding. 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 made without regard to any and all corporate action which may, restriction or limitation on such conversion or exercise that may be contained herein or in the opinion Certificate of its counselDesignation, be necessary in order that including without limitation any restriction on the Maker may validly and legally issue fully paid and nonassessable shares use of such Common Stock at such adjusted the Market Conversion Price or effective purchase price, as during the case may beninety day period following the Closing Date.

Reservation of Common Stock. (i) In The Company shall authorize and reserve --------------------------- for issuance to the event that at anytime when this Note shall be outstandingInvestors, the Maker shall not have sufficient authorized but unissued free from any preemptive rights, a number of shares of Common Stock for (the purpose "Reserved Amount") that, on the Closing Date, is not --------------- less than the sum of effecting (A) the conversion aggregate number of all amounts outstanding under this Note Shares issued to the Investors at such time the Closing plus (B) the aggregate number of Warrant Shares issuable upon ---- exercise of the Series A Warrants plus (C) one hundred and fifty percent (150%) ---- of the aggregate number of Warrant Shares issuable upon exercise of the Series B Warrants (without regard to any limitations limitation or restriction on conversionsuch exercise that may be set forth in the Series B Warrants). If, on any date following the Closing Date, the Reserved Amount is less than the sum of (i) the aggregate number of Warrant Shares issuable under the Series A Warrants plus (an “Authorized Share Failure”ii) one ---- hundred and twenty five percent (125%) of the aggregate number of Warrant Shares issuable upon exercise of the Series B Warrants (without regard to any limitation or restriction on such exercise that may be set forth in the Warrants), it the Company shall immediately reserve and keep available such number take action (including without limitation seeking stockholder approval for the authorization or reservation of its duly authorized additional 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, Stock) 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 Failurefifth (5th) Business Day or, in the event that stockholder approval is required, the Maker forty-fifth (45th) day following such date) to increase the Reserved Amount to not less than the sum of (x) the number of Warrant Shares issuable upon exercise of the Series A Warrants plus (y) one hundred and fifty percent (150%) of the ---- number of Warrant Shares issuable under the Series B Warrants. The initial Reserved Amount shall (A) hold a meeting be allocated pro rata among the Investors based on the number of its stockholders or (B) obtain a majority written consent of its stockholders, for Shares issued to each Investor at the authorization of an Closing. Each increase in the Reserved Amount shall be allocated pro rata among the Investors based on the number of authorized shares of Common StockOutstanding Registrable Securities. In connection with such meeting, the Maker event that an Investor shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval sell or otherwise transfer any of such increase in authorized shares Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of Common Stock and such transferor's Reserved Amount. Any portion of the Reserved Amount allocated to cause its board of directors to recommend any Investor or other Person which no longer holds any Registrable Securities shall be reallocated to the stockholders that they approve such proposal. The inability of remaining Investors pro rata based on the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beOutstanding Registrable Securities.

Reservation of Common Stock. (i) In the event that at anytime when this Note shall be outstandingOn February 23, 2021, the Maker shall not have sufficient authorized but unissued Common Stock for stockholders of the purpose Company approved the filing of effecting n amendment to 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 MakerCompany’s Certificate Articles of Incorporation shall have been amended to increase the number of authorized shares of Common Stock to such number as would, at 10,000,000,000 in order to provide the Company with a minimum, permit the reservation by the Maker sufficient amount 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 reserve an Authorized Share Failure, but in no event later amount equal to or greater 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 three times 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note the Series E Shares and exercise of the Warrants. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Company distributed an information statement describing the approved amendment to our stockholders on March 19, 2021, and will file the amendment with the Secretary of State of Nevada on or which would about April 9, 2021. The amendment will become effective on filing. The initial reservation amount shall be 436,285,714 shares for the Purchasers investing in the Initial Closing on a pro rata basis based on the Purchaser’s Subscription Amount (subject to adjustment for stock splits and dividends, combinations and similar events). Upon the amendment becoming effective, the Company shall execute and cause the effective purchase price Transfer Agent to execute a reservation letter in the form attached as Exhibit F. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company at any time fails to meet this reservation of Common Stock requirement, it shall sell to the Company’s chief executive officer (or such other officer as the board of directors may designate) for $100 a series of preferred stock which contains the power to vote a number of votes equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s shareholders (with the power to take action by written consent in lieu of a shareholders meeting) for the Common Stock sole purpose of amending the Company’s Charter to be less than the par value of the shares of increase its authorized Common Stock, which such preferred stock shall be automatically cancelled upon the Maker shall take any and all corporate action which may, effectuation of the resulting increased in the opinion Company’s authorized shares, and if the Company at any time fails to meet this reservation of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price requirement within 45 days after written notice from the Purchaser, it shall, subject to Section 5.18, pay the Purchaser as partial liquidated damages and not as a penalty a sum equal to $500 per day for each $100,000 of the Purchaser’s Subscription Amount and the Company shall not enter into any agreement or effective purchase price, as file any amendment to its Charter (including the case may befiling of a Certificate of Designation) which conflicts with this Section 4.9 while the Series E Shares and Warrants remain outstanding.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the Company to issue the Conversion Shares issuable upon complete conversion of all amounts outstanding under the Shares issued pursuant to this Note at Agreement and Warrant Shares issuable upon complete exercise of the Warrants (such time amount being the “Required Minimum”). If, on any date, the number of authorized but unissued (without regard to any limitations and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Board of Directors shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ ' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required without soliciting its stockholders, the Company may satisfy this obligation by this Section 3.4(g) shall have no impact obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. Calculations hereunder as of the rank, rights, preferences and privileges date of this NoteAgreement shall assume a Per Share Purchase Price of not more than $138, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. 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 conversion of this Note or which would cause Closing Date, the effective purchase price for the Common Stock actual Per Share Purchase Price. Calculations hereunder with reference to Warrant Shares will be less than the par value made assuming exercise of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrants on a cash basis.

Reservation of Common Stock. (i) In the event that at anytime when this Note The Company shall be outstanding, the Maker shall not have sufficient authorized but unissued Common Stock authorize and reserve 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 issuance to the stockholders that they approve such proposal. The inability of the Maker to reserve the required Investor, free from any preemptive rights, a number of shares of Common Stock required by this Section 3.4(g(the “Reserved Amount”) shall have no impact that, on the rankClosing Date, rights, preferences is not less than one hundred 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value twenty five percent (125%) of the shares sum of Common Stock (A) the number of Conversion Shares issuable upon conversion of this Note all of the Preferred Shares issuable at the Closing plus (B) the number of Warrant Shares issuable upon exercise of all of the Warrants issuable at the Closing, in each case without regard to any limitation on such conversion or exercise that may otherwise exist. The Reserved Amount shall be allocated pro rata among the Investors based on the number of Preferred Shares issued to each Investor at the Closing. In the event that an Investor shall sell or otherwise transfer any of such Investor’s Preferred Shares or Warrants, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount allocated to any Investor or other Person which would cause no longer holds any Preferred Shares or Warrants shall be reallocated to the effective purchase price for remaining Investors pro rata based on the Common number of Outstanding Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred percent 100% of the Registrable Securities issuable upon the conversion of the Preferred Stock and the exercise of the Warrants (without regard to any restriction on such conversion or exercise), the Company shall take such action (including without limitation holding a meeting of its stockholders) to increase the Reserved Amount to cover 125% of the Registrable Securities issuable upon such conversion and exercise, such increase to be less effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or ninetieth (90th) day, in the opinion event stockholder approval is required for such increase) following the Company’s receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price deficiency. While any Preferred Shares or effective purchase priceWarrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor.

Reservation of Common Stock. The Company shall, on the Closing Date, have authorized and reserved for issuance, free from any preemptive rights, a number of shares of Common Stock (ithe "Reserved Amount") equal to at least one hundred and fifty percent (150%) of the maximum number of shares of Common Stock issuable upon (A) conversion of the outstanding Debentures 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 Transaction Documents. In the event that at anytime when this Note shall be outstanding, the Maker shall not have sufficient authorized but unissued Common Stock for Reserved Amount is less than one hundred and twenty-five percent (125%) of the purpose number of effecting the Debenture Shares then issuable upon conversion of or otherwise under all amounts of the Debentures and the number of Warrant Shares then issuable upon exercise of all of the Warrants then outstanding under this Note at such time (without regard to any limitations limitation or restriction on conversion) (an “Authorized Share Failure”such conversion or exercise that may be set forth in the Transaction Documents), it the Company shall immediately reserve and keep available such number take action (including without limitation seeking stockholder approval for the authorization or reservation of its duly authorized additional 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, Stock) 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 Failuretenth (10th) business day or, in the event that stockholder approval is required, the Maker shall sixtieth (A60th) hold a meeting day following such date) to increase the Reserved Amount to no less than one hundred and fifty percent (150%) 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the Debenture Shares then par value of the shares of Common Stock issuable upon conversion of this Note or which would cause otherwise under such outstanding Debentures and the effective purchase price number of Warrant Shares then issuable upon exercise of such outstanding Warrants are exercisable. The Company shall not reduce the number of shares reserved for issuance hereunder without the Common Stock to be less than the par value written consent of the shares holders of Common Stock, seventy-five percent (75%) of the Maker shall take Registrable Securities into which all of the Debentures and Warrants then outstanding are convertible or exercisable (without regard to any and all corporate action which may, limitation on such conversion or exercise that may be set forth in the opinion Transaction Documents). The initial Reserved Amount shall be allocated pro rata among the Investors based on the principal amount of its counsel, the Debentures issued to each Investor at the Closing. Each increase in the Reserved Amount shall be necessary in order that allocated pro rata among the Maker may validly Investors based on the amount of Registrable Securities into which all of the Debentures and legally issue fully paid and nonassessable shares Warrants held by each such Investor at the time of such Common Stock increase are convertible or exercisable (without regard to any limitation on such conversion or exercise that may be set forth in the Transaction Documents). In the event that an Investor shall sell or otherwise transfer any of such Investor's Debentures, 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 which does not hold any Debentures shall be reallocated to the remaining Investors pro rata based on the amount of Registrable Securities into which all of the outstanding Debentures and Warrants at the time of such adjusted Conversion Price increase are convertible or effective purchase price, as exercisable (without regard to any limitation on such conversion or exercise that may be set forth in the case may beTransaction Documents).

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstandingall times --------------------------- have authorized and reserved for issuance, the Maker shall not have sufficient authorized but unissued Common Stock free from any preemptive rights, solely 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 conversions of the foregoing sentencePreferred Shares hereunder, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) as shall have no impact on from time to time be sufficient to effect the rankconversion of all of the Preferred Shares then outstanding (the "Reserved Amount"). As of the Closing Date, rights, preferences and privileges of this Note, which the Reserved Amount --------------- shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued equal to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value no less than 175% of the number of shares of Common Stock issuable upon conversion of this Note or all of the Preferred Shares purchased by the Purchasers at the Closing (assuming for such purpose that the Preferred Shares are convertible in full at such time). If at any time the Reserved Amount is less than 125% of the number of Conversion Shares issuable upon conversion of all of the Preferred Shares then outstanding, the Company shall take immediate action (including seeking stockholder authorization) to increase the Reserved Amount to no less than 175% of the number of Conversion Shares into which would cause the effective purchase price for the such outstanding Preferred Shares are then convertible. No Purchaser shall be issued, upon conversion of a Preferred Shares of Common Stock to be less in an amount greater than the par value 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 shares of Common StockCertificate times (B) a fraction, the Maker numerator of which is the number of Preferred Shares purchased by such Purchaser hereunder and the denominator of which is the number of Preferred Shares purchased by the Purchasers hereunder. The Company shall take any and all corporate action which may, in not reduce the opinion number of its counsel, be necessary in order that shares reserved for issuance hereunder without the Maker may validly and legally issue fully paid and nonassessable shares written consent of such Common Stock the holders of at such adjusted Conversion Price or effective purchase price, as least 66% of the case may bethen outstanding number of Preferred Shares.

Reservation of Common Stock. (i) In The Company shall, on the event that Closing Date, have authorized and reserved for issuance to the Investors free from any preemptive rights, and shall keep available at anytime when this Note shall be all times during which any Debentures or Warrants are 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the “Reserved Amount”) shall have no impact that, on the rankClosing Date, rights, preferences and privileges is not less than the sum of this Note, which shall be interpreted and applied as if (A) the Maker had sufficient shares number of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock Shares issuable upon conversion of this Note all of the Debentures issued or issuable at or prior to the Closing plus (B) the number of Warrant Shares issuable upon exercise of all of the Series A Warrants issued or issuable at or prior to the Closing, in each case without regard to any limitation or restriction on such conversion or exercise that may be set forth in the Debentures or the Warrants. The Reserved Amount shall be allocated in accordance with each Investor’s Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of such Investor’s Debentures or Warrants, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount allocated to any Investor or other Person which would cause no longer holds any Debentures or Warrants shall be reallocated to the effective purchase price for remaining Investors pro rata based on the Common Stock number of Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover all of the Registrable Securities issuable upon the conversion of the Debentures and the exercise of the Series A Warrants and, if Shareholder Approval has been obtained, the Series B Warrants (without regard to any restriction on such conversion or exercise), the Company shall take such action (including without limitation holding a meeting of its shareholders) to increase the Reserved Amount to cover all of the Registrable Securities issuable upon such conversion and exercise, such increase to be less effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event shareholder approval is required for such increase) following the Company’s receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price deficiency. While any Debentures or effective purchase priceWarrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor.

Reservation of Common Stock. Upon shareholder approval of an increase in the Company’s authorized shares, (i“Shareholder Approval”) In the event that Company shall reserve and continue to reserve and keep available at anytime when this Note shall be outstandingall times for each Purchaser free of preemptive rights, not less than the Maker shall not have sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the Company to issue the Conversion Shares issuable upon complete conversion of all amounts outstanding under the Shares issued pursuant to this Note at Agreement, not less than dividends that will accrue on such time Shares assuming none of such Shares will have been converted sooner than three years from the Closing Date with respect to such Shares, and Warrant Shares issuable upon complete exercise of the Warrants (without regard to any limitations such amount being the “Required Minimum”). If, following Shareholder Approval, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Company shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required without soliciting its stockholders, the Company may satisfy this obligation by this Section 3.4(g) shall have no impact obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. Calculations hereunder as of the rank, rights, preferences and privileges date of this Note, which Agreement shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing the assume a Conversion Price below the then par value of not more than $1.00, and as of the shares of Common Stock issuable upon conversion of this Note or which would cause Closing Date, the effective purchase price for the Common Stock actual Share Purchase Price. Calculations hereunder with reference to Warrant Shares will be less than the par value made assuming exercise of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrants on a cash basis.

Reservation of Common Stock. (i) In the event that at anytime when this Note shall be outstandingImmediately upon each Closing, the Maker Company 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 reserve an amount equal 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 or greater than 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or the Series E Shares and exercise of the Warrants. The initial reservation amount shall be 200,000,000 shares for the Purchasers investing the Minimum in the Initial Closing on a pro rata basis based on the Purchaser’s Subscription Amount (subject to adjustment for stock splits and dividends, combinations and similar events). Future reservation amounts for subsequent Purchasers of Series E shall be negotiated among the Company and any such Purchasers with terms being no more favorable than the reservation amount (per amount invested) which would were provided to the Purchasers in the Initial Closing. The Company shall execute and cause the effective purchase price Transfer Agent to execute a reservation letter in the form attached as Exhibit F. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company at any time fails to meet this reservation of Common Stock requirement it shall sell to the Company’s chief executive officer (or such other officer as the board of directors may designate) for $100 a series of preferred stock which contains the power to vote a number of votes equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s shareholders (with the power to take action by written consent in lieu of a shareholders meeting) for the Common Stock sole purpose of amending the Company’s Charter to be less than the par value of the shares of increase its authorized Common Stock, which such preferred stock shall be automatically cancelled upon the Maker shall take any and all corporate action which may, effectuation of the resulting increased in the opinion Company’s authorized shares, and if the Company at any time fails to meet this reservation of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price requirement within 45 days after written notice from the Purchaser, it shall, subject to Section 5.18, pay the Purchaser as partial liquidated damages and not as a penalty a sum equal to $500 per day for each $100,000 of the Purchaser’s Subscription Amount and The Company shall not enter into any agreement or effective purchase price, as file any amendment to its Charter (including the case may befiling of a Certificate of Designation) which conflicts with this Section 4.9 while the Series E Shares and Warrants remain outstanding.

Reservation of Common Stock. (ia) In The Maker covenants that during the event period the Note is outstanding, it will reserve from its authorized and 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 at anytime when its issuance of this Note shall be outstanding, constitute full authority to its officers who are charged with the Maker shall not have sufficient authorized but unissued Common Stock duty of executing stock certificates to execute and issue the necessary certificates 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 the Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to increase the number of its authorized assure that such shares of Common Stock until 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 time as other principal market upon which 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 of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of sufficient shares 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 allow conversion 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 amounts outstanding under this Note such terms and in the taking of all such actions as provided hereinmay be necessary or appropriate to protect the rights of Holder against impairment. 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 Failureforegoing, the Maker shall will (Aa) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for not increase 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the any shares of Common Stock issuable upon the conversion of this Note or which would cause above the effective purchase price for the Common Stock amount payable therefor upon such conversion immediately prior to be less than the such increase in par value of the shares of Common Stockvalue, the Maker shall (b) take any and all corporate such action which may, in the opinion of its counsel, as may be necessary or appropriate in order that the 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 the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price Price. (e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or effective purchase pricein the Conversion Price, the Maker 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 case may beMaker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker 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 of Common Stock.

Reservation of Common Stock. At all times during which a Note is convertible, the Company will 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) In three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any 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 less than 225 million shares of Common Stock as is in fact available as of shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that date and shall it will cause the Transfer Agent to 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 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, from and after the date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reserve for the purpose of issuance of Conversion Shares under the Note a number as would, at a minimum, permit of shares of Common Stock equal to the reservation by Share Reserve. Company shall further require the Maker Transfer Agent to hold such shares of sufficient Common Stock exclusively for the benefit of Holder and to issue such shares to allow Holder promptly upon Holder’s delivery of a conversion notice under the Note. If the Company does not have sufficient authorized and unissued shares of all amounts outstanding under this Note as provided herein. Without limiting Common Stock available to increase the generality Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficient number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the foregoing sentence, stockholders as soon as practicable after the occurrence of an Authorized Share Failuresuch occurrence, but in no event later than 60 thirty (30) calendar days after the occurrence of such Authorized Share Failureoccurrence, the Maker shall and hold such meeting as soon as practicable thereafter, but in no event later than sixty (A60) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholderscalendar days after such occurrence, for the authorization sole purpose of an increase in increasing the number of authorized shares of Common Stock. In connection with such meetingthe case of a meeting of stockholders, the Maker Company’s management shall provide each stockholder with a proxy statement recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to solicit its stockholders’ approval of cause such increase in authorized additional shares of Common Stock and to cause its board be authorized so as to comply with the requirements of directors this subsection. All calculations with respect to recommend determining the Share Reserve shall be made without regard to the stockholders that they approve such proposal. The inability any limitations on conversion of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.

Reservation of Common Stock. (i) In the event that at anytime when this Note The Company shall be outstanding, the Maker shall not have sufficient authorized but unissued Common Stock authorize and reserve 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 issuance to the stockholders that they approve such proposal. The inability of the Maker to reserve the required Investors, free from any preemptive rights, a number of shares of Common Stock required by this Section 3.4(g) shall have no impact that, on the rankClosing Date, rightsis not less than one hundred and twenty five percent (125%) of the sum of (A) the number of Conversion Shares issuable upon conversion of all of the Series B Preferred Shares issuable at the Closing plus (B) the number of Warrant Shares issuable upon exercise of all of the Series A Warrants and Series B Warrants issuable at the Closing, preferences in each case without regard to any limitation on such conversion or exercise that may otherwise exist. Such authorized and privileges of this Note, which shall be interpreted and applied as if the Maker had sufficient reserved shares of Common Stock authorized but unissued (the “Reserved Amount”) shall be allocated in accordance with each Investor’s Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of such Investor’s Preferred Shares or Warrants, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount allocated to effect any conversionInvestor or other Person which no longer holds any Preferred Shares or Warrants shall be reallocated to the remaining Investors pro rata based on the number of Outstanding Registrable Securities held by such Investors at such time. Before taking In the event that the Reserved Amount is insufficient at any action which would cause an adjustment reducing time to cover one hundred percent 100% of the Conversion Price below Registrable Securities issuable upon the conversion of the then par value outstanding Preferred Stock and the exercise of the shares then outstanding Warrants (without regard to any restriction on such conversion or exercise), the Company shall take such action (including without limitation holding a meeting of Common Stock its stockholders) to increase the Reserved Amount to cover 125% of the Registrable Securities issuable upon such conversion of this Note or which would cause the effective purchase price for the Common Stock and exercise, such increase to be less effective not later than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which maythirtieth (30th) day (or sixtieth (60th) day, in the opinion event stockholder approval is required for such increase) following the Company’s receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price deficiency. While any Preferred Shares or effective purchase priceWarrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor.

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstandingall times have authorized and reserved for issuance, the Maker shall not have sufficient authorized but unissued Common Stock free from any preemptive rights, solely for the purpose of effecting conversions of the conversion Preferred Shares hereunder and the exercise of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”)the Warrants, it shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and the exercise of the Warrants in fact available as full (the "RESERVED AMOUNT"). As of that date and the Closing Date, the Reserved Amount shall immediately take all action necessary be equal to increase no less than 150% of 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause all of the effective purchase price Preferred Shares to be issued at the Closing (assuming for such purpose that the Conversion Date (as defined in the Certificate of Designation) for such conversion were to occur as of the Closing Date) and exercise of all of the Warrants issuable upon such conversion. If on any date the Reserved Amount is less than 125% 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 Common Stock to be less than the par value reservation of the additional shares of Common Stock) as soon as practicable (but in no event longer than thirty (30) days) to increase the Reserved Amount to no less than 150% of the number of shares of Common Stock into which such outstanding 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 Maker Company shall take any and all corporate action which may, in (including without limitation seeking stockholder authorization for the opinion reservation of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable additional shares of such 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 at solely for the purpose of effecting conversions of the Preferred Shares hereunder and the exercise of the Warrants in full and (ii) increase such adjusted Conversion Price 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 the written consent of the holders of two-thirds of the Preferred Shares then outstanding. No Purchaser shall be issued, upon conversion of Preferred Shares or effective purchase priceexercise of the Warrants, as shares of Common Stock in an amount greater than the case may beproduct 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 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 all of the Preferred Shares purchased by the Purchasers hereunder.

Reservation of Common Stock. The Company shall reserve and keep available at all times in favor of the Purchasers, on a pro rata basis based on the Purchasers’ Subscription Amount, free of preemptive rights, 150% of the number of Shares issuable to the Purchasers upon conversion of the Notes (isubject to adjustment for stock splits and dividends, combinations and similar events) In (the event that at anytime when this Note shall be outstanding“Reserve” or the “Required Minimum”). If, on any date, the Maker shall not have sufficient number of authorized but unissued (and otherwise unreserved) shares of Common Stock for is less than the purpose of effecting the conversion of all amounts outstanding under this Note at Required Minimum on such time date (without regard to any limitations on conversion) (an a “Authorized Share Required Minimum Failure”), it then (a) the Board of Directors shall immediately reserve and keep available such number of use its duly authorized shares of Common Stock as is in fact available as of that date and shall immediately take all action necessary best efforts to increase amend the number of its authorized shares of Common Stock until such time as the MakerCompany’s Certificate Articles of Incorporation shall have been amended to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at 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 sentencetime, as soon as practicable after the occurrence of an Authorized Share Failure, but possible and in no any event not later than 60 days the 60th day after such date, and (b) in addition to each Purchaser’s other available remedies, the occurrence Company shall pay to each Purchaser, in cash, as partial liquidated damages and not as a penalty, an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of such Authorized Share FailurePurchaser’s Securities on the day of a Required Minimum Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the date such Required Minimum Failure is cured (such payments, the Maker “Required Minimum Failure Payments”). The Reserve amount shall (A) hold thereafter be increased, on a meeting of its stockholders or (B) obtain a majority written consent of its stockholdersfirst-priority basis, 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 as and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized when new shares of Common Stock become available for reserve. Required Minimum Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Required Minimum Failure Payments are incurred and to cause its board of directors to recommend (ii) the third (3rd) Trading Day after the event or failure giving rise to the stockholders that they approve Required Minimum Failure is cured. In the event the Company fails to make Required Minimum Failure Payments in a timely manner, such proposalRequired Minimum Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. The inability of Nothing herein shall limit Purchaser’s right to pursue actual damages for the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) Required Minimum Failure, and Purchaser shall have no impact on the rankright to pursue all remedies available to it at law or in equity including, rightswithout limitation, preferences and privileges a decree of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may bespecific performance and/or injunctive relief.

Reservation of Common Stock. (i) In The Company shall, on the event that Initial Closing Date, have authorized and reserved for issuance, and shall keep available at anytime when this Note shall be all times during which the Warrant is 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 free from any limitations on conversion) (an “Authorized Share Failure”)preemptive rights, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the "Reserved Amount") shall have no impact that, on the rankInitial Closing Date, 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value is not less than one hundred twenty five percent (125%) of the maximum number of shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value exercise in full of the outstanding Warrant at the Exercise Price then in effect, without regard to any limitation on such conversion or exercise that may otherwise be set forth in the Warrant, and including any shares of Common StockStock issued or issuable, from time to time, as a distribution on or in exchange for or otherwise with respect to any of the foregoing, whether as dividends, default payments, on account of anti-dilution or other adjustments or otherwise. In the event that Purchaser shall sell or otherwise transfer the Warrant, each transferee shall be allocated a pro rata portion of such transferor's Reserved Amount. In the event that the Reserved Amount is insufficient at any time to cover one hundred five percent 105% of the Registrable Securities issuable upon exercise of the Warrant (based on the Exercise Price then in effect, and without regard to any restriction on such exercise), the Maker Company shall take use its best efforts (including without limitation holding a meeting of its stockholders) to increase the Reserved Amount to cover one hundred twenty five percent (125%) of the maximum number of shares of Common Stock issuable upon exercise in full of the outstanding Warrant at the Exercise Price then in effect, without regard to any limitation on such conversion or exercise that may otherwise be set forth in the Warrant, and all corporate action which mayincluding any shares of Common Stock issued or issuable, from time to time, as a distribution on or in exchange for or otherwise with respect to any of the foregoing, whether as dividends, default payments, on account of anti-dilution or other adjustments or otherwise, such increase to be effective not later than the thirtieth (30th) day (or seventy-fifth (75th) day, in the opinion event stockholder approval is required for such increase) following the Company's receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may bedeficiency.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company shall not have sufficient authorized but unissued and reserved and the Company shall hereafter continue to reserve and keep available at all times, free of preemptive rights, pro-rata among the Investors in proportion to their respective initial purchases of such securities, shares of Common Stock for the purpose of effecting enabling the conversion Company to issue 200% of all amounts outstanding under the Conversion Shares and Warrant Shares pursuant to this Note at such time Agreement, based on the Conversion Price (without regard as defined in the Certificate of Designations) on the date hereof. In the event the number of Shares reserved, as to any limitations Investor, is less than 200% of the Conversion Shares necessary to convert all of such Investor's Preferred Stock, based on conversion) the then Conversion Price, and Warrant Shares to exercise all of such Investor's Warrants (an “Authorized Share Failure”the "Trigger Amount"), it then the Company shall immediately reserve and keep available have seven (7) calendar days from 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 reserved as to such time as Investor above the Maker’s Certificate of Incorporation Trigger Amount, unless to do so the Company must authorize additional shares, in which case the Company shall have been amended sixty (60) calendar days from such date to increase the number of shares authorized and reserved as to such Investor above the Trigger Amount. In the event the Company fails to comply with the provisions of this Section 5.2, such Investor may deem such failure a Liquidating Event (as defined in the Certificate of Designations) with respect to any of their outstanding shares of Preferred Stock. The Company agrees to present a proposal for stockholder approval to permit the Company to issue a number of Conversion Shares which is in excess of 19.9% of the number of the Company's issued and outstanding shares of Common Stock to such number as wouldon the first Closing Date ("NASD Limit"), at the earlier of (i) the 2001 annual meeting of shareholders, or (ii) 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 special meeting of the foregoing sentence, as soon as practicable after the occurrence of an Authorized Share Failure, but in no event later than 60 shareholders to be held within sixty (60) calendar 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 that the number of authorized shares Conversion Shares becomes greater than 125% of Common Stock. In connection the NASD Limit, with the recommendation of the Board of Directors that such proposal be approved, unless at the date of such meeting, less than two percent (2%) of the Maker principal amount of the Preferred Stock remain issued and outstanding, in which event the Company may withdraw such proposal from a vote by the shareholders. Unless the Company obtains a waiver from all of the Investors, if such proposal is required to be voted on and is not approved at the 2001 meeting of the shareholders or if such special meeting is not held within the required time period and such proposal is not approved at the special meeting, the Company shall provide each stockholder with either (i) voluntarily de-list its Common Stock from any Principal Market which requires such approval, or (ii) redeem any un-converted Preferred Stock of the outstanding principal balance of the Preferred Stock, plus any accrued but unpaid interest at a proxy statement and shall use its best efforts redemption price equal to solicit its stockholders’ approval 120% of the outstanding principal amount plus any accrued but unpaid interest, within five (5) Trading Days of such vote or the date that such vote is otherwise required. (See comment in Section 3.2 re: shareholder approval to increase in authorized shares capitalization. The Company should not be responsible for tracking the percentage of Common Stock and to cause its board of directors to recommend each investor with respect to the stockholders that they approve such proposal. The inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.19.9% limitation)

Reservation of Common Stock. (i) In the event that The Company shall at anytime when this Note shall be outstandingall times have authorized and reserved for issuance, the Maker shall not have sufficient authorized but unissued Common Stock free from any preemptive rights, solely for the purpose of effecting conversions of the conversion Preferred Shares and exercise of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”)the Warrants, it shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available as shall from time to time be sufficient to effect the conversion of that date all of the Preferred Shares and exercise of all of the Warrants (the "Reserved Amount"). As of the Closing Date, the Reserved Amount shall immediately take all action necessary be equal to increase no less than 125% of 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note all of the 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 Closing (assuming for such purpose that such conversion or which would cause exercise were to occur as of the effective purchase price Closing Date). If on any date the Reserved Amount is less than 112.5% of the number of shares of Common Stock then issuable upon conversion of all of the Preferred Shares plus 100% of the number of shares of Common Stock issuable upon exercise of all of the Warrants then outstanding (assuming for such purpose that such conversion or exercise were to occur as of such date), the Company shall take action (including without limitation seeking stockholder approval for the Common Stock to be less than the par value authorization or reservation of the additional shares of Common Stock, ) as soon as practicable (but in no event later than the Maker shall take any and all corporate action which mayfifth (5th) business day or, in the opinion event that stockholder approval is required, the sixtieth (60th) day following receipt by the Company of its counsel, be necessary in order that notice thereof from a Purchaser) to increase the Maker may validly and legally issue fully paid and nonassessable Reserved Amount to no less than 125% of the number of shares of such Common Stock at into which such adjusted Conversion Price outstanding Preferred Shares are then convertible 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 the written consent of the holders of two-thirds of the Preferred Shares then outstanding. Any determination made hereunder as to the number of shares of Common Stock issuable upon the conversion of Preferred Shares or effective purchase priceexercise of Warrants shall be made without regard to any restriction on such conversion or exercise that might otherwise exist under this Agreement, as the case may beother Transaction Documents or the Certificate of Designation.

Reservation of Common Stock. (i) In the event that at anytime when this Note shall be outstandingOn February 23, 2021, the Maker shall not have sufficient authorized but unissued Common Stock for stockholders of the purpose Company approved the filing of effecting n amendment to 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 MakerCompany’s Certificate Articles of Incorporation shall have been amended to increase the number of authorized shares of Common Stock to such number as would, at 10,000,000,000 in order to provide the Company with a minimum, permit the reservation by the Maker sufficient amount 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 reserve an Authorized Share Failure, but in no event later amount equal to or greater 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 three times 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would the Series E Shares and exercise of the Warrants. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, we will distribute an information statement describing the approved amendment to our stockholders prior to the closing and will file the amendment with the Secretary of State of Nevada 20 days after the information statement is filed and mailed to stockholders. The amendment will become effective on filing. The initial reservation amount shall be 2,675,885,714 shares for the Purchasers investing in the Initial Closing on a pro rata basis based on the Purchaser’s Subscription Amount (subject to adjustment for stock splits and dividends, combinations and similar events). Upon the amendment becoming effective, the Company shall execute and cause the effective purchase price Transfer Agent to execute a reservation letter in the form attached as Exhibit F. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company at any time fails to meet this reservation of Common Stock requirement, it shall sell to the Company’s chief executive officer (or such other officer as the board of directors may designate) for $100 a series of preferred stock which contains the power to vote a number of votes equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s shareholders (with the power to take action by written consent in lieu of a shareholders meeting) for the Common Stock sole purpose of amending the Company’s Charter to be less than the par value of the shares of increase its authorized Common Stock, which such preferred stock shall be automatically cancelled upon the Maker shall take any and all corporate action which may, effectuation of the resulting increased in the opinion Company’s authorized shares, and if the Company at any time fails to meet this reservation of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price requirement within 45 days after written notice from the Purchaser, it shall, subject to Section 5.18, pay the Purchaser as partial liquidated damages and not as a penalty a sum equal to $500 per day for each $100,000 of the Purchaser’s Subscription Amount and the Company shall not enter into any agreement or effective purchase price, as file any amendment to its Charter (including the case may befiling of a Certificate of Designation) which conflicts with this Section 4.9 while the Series E Shares and Warrants remain outstanding.

Reservation of Common Stock. (i) In The Company shall, on the event that Closing Date, have authorized and reserved for issuance, and shall keep available at anytime when this Note shall be all times during which Preferred Shares or Warrants are 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 free from any limitations on conversion) (an “Authorized Share Failure”)preemptive rights, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the "RESERVED AMOUNT") shall have no impact that, on the rankClosing Date, 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 effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value is not less than one hundred twenty five percent (125%) of the maximum number of shares of Common Stock issuable upon (A) conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value all of the outstanding Preferred Shares and Preferred Shares issuable pursuant to the Preferred Warrants at the Conversion Price then in effect and (B) exercise in full of the outstanding Warrants, including Additional Warrants issuable pursuant to the Preferred Warrants at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise that may otherwise be set forth in the Articles of Amendment or the Warrants, and including any shares of Common StockStock issued or issuable, from time to time, as a distribution on or in exchange for or otherwise with respect to any of the foregoing, whether as Dividends (as defined in the Articles of Amendment), default payments, on account of anti-dilution or other adjustments or otherwise; provided, however, that prior to the date that Stockholder Approval is obtained, the Maker Reserved Amount shall take be 75,000,000 shares. The Reserved Amount shall be allocated in accordance with each Investor's Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of such Investor's Preferred Shares or Warrants, each transferee shall be allocated a pro rata portion of such transferor's Reserved Amount. Any portion of the Reserved Amount allocated to any Investor or other Person which no longer holds any Preferred Shares or Warrants shall be reallocated to the remaining Investors pro rata based on the number of Outstanding Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover one hundred five percent 105% of the Registrable Securities issuable upon the conversion of the Preferred Stock and the exercise of the Warrants (based on the Conversion Price and the Exercise Price then in effect, and without regard to any restriction on such conversion or exercise), the Company shall use its best efforts (including without limitation holding a meeting of its stockholders) to increase the Reserved Amount to cover one hundred twenty five percent (125%) of the maximum number of shares of Common Stock issuable upon (A) conversion of all corporate action which mayof the outstanding Preferred Shares and Preferred Shares issuable pursuant to the Preferred Warrants at the Conversion Price then in effect and (B) exercise in full of the outstanding Warrants and Additional Warrants issuable pursuant to the Preferred Warrants at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise that may otherwise be set forth in the Articles of Amendment or the Warrants, and including any shares of Common Stock issued or issuable, from time to time, as a distribution on or in exchange for or otherwise with respect to any of the foregoing, whether as Dividends, default payments, on account of anti-dilution or other adjustments or otherwise, such increase to be effective not later than the thirtieth (30th) day (or seventy-fifth (75th) day, in the opinion event stockholder approval is required for such increase) following the Company's receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock deficiency. Each increase in the Reserved Amount shall be allocated pro rata among the Investors based on the amount of Registrable Securities into which all of the Preferred Shares and Warrants held by such Investor at the time of such adjusted Conversion Price increase are convertible or effective purchase priceexercisable (without regard to any limitation on such conversion or exercise). While any Preferred Shares or Warrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for the Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for the Purchaser for the purpose of effecting enabling the conversion Company to issue the Warrant Shares issuable upon complete exercise of all amounts outstanding under this Note at the Series K Warrants (such time amount being the “Required Minimum”). If, on any date, the number of authorized but unissued (without regard to any limitations and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Board of Directors shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ ' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required without soliciting its stockholders, the Company may satisfy this obligation by this Section 3.4(g) shall have no impact obtaining such consent and submitting for filing with the Commission an Information Statement on the rank, rights, preferences and privileges of this Note, which shall Schedule 14C. Calculations hereunder with reference to Warrant Shares will be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value made assuming exercise of the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beSeries K Warrants on a cash basis.

Reservation of Common Stock. The Borrower shall issue Irrevocable Transfer Agent Instructions reserving an additional 400,000 Common Stock shares (ithe “Reservation Shares”) with their Stock Transfer Agent in Holder’s name pursuant to 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 Conversion or Maturity Date. In the event the Borrower chooses to prepay the Note, the Transfer Agent will return the Reservation Shares to Borrower. In the event that the Reservation Share amount (“Reservation Amount”) is 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 so reserved, without any further action or confirmation of the Borrower. Borrower shall at anytime all times when this Note shall be outstanding, the Maker shall not have sufficient reserve and keep available out of its authorized but unissued Common Stock for Stock, 4x 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 inability of the Maker to reserve the required number of shares of Common Stock required by as shall from time to time be sufficient to effect the conversion of this Section 3.4(g) Note. Borrower shall, from time to time in accordance with Nevada law, increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall have no impact on not be sufficient to satisfy Borrower’ obligations under this Section. The Borrower will instruct its Transfer Agent to provide the rank, rights, preferences and privileges outstanding share information to the Holder in connection with its conversions. Upon full conversion of this Note, which any shares remaining in the Share Reserve shall be interpreted and applied as if cancelled. If, at any time the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing Borrower does not maintain or replenish the Conversion Price below the then par value Reservation Amount within three (3) business days of the shares request of Common Stock issuable upon conversion the Holder, the principal amount of this Note or which would cause shall increase by Five Thousand United States Dollars ($5,000) (under Holder’s and Borrower’s expectation that any principal amount increase will tack back to the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beIssue Date) per occurrence.

Reservation of Common Stock. (ia) In Subject to the event that at anytime when this Note shall be outstandingnext succeeding sentence, the Maker shall not have sufficient Company will at all times reserve and keep available out of its authorized but unissued shares of Common Stock Stock, solely for the purpose of effecting providing for 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 the Shares 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 exercise of the foregoing sentenceWarrants, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on as will from time to time equal the rank, rights, preferences and privileges number of this Note, which shall be interpreted and applied as if shares sufficient to permit the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value issuance of the shares of Common Stock issuable underlying the Shares and the Warrants pursuant to the terms thereof. Notwithstanding the foregoing, the Company does not currently have sufficient authorized Common Stock to issue Common Stock to the Purchasers, upon conversion of this Note the Shares and exercise of the Warrants (once fully vested), the full amount of Conversion Shares and Warrant Shares. In connection with its annual meeting of stockholders, contemplated to be held in March 2011, the Company will include in its Form 14A Proxy Statement a request for a stockholder vote and approval at the Company stockholders’ meeting called for pursuant to the Proxy Statement to authorize for issuance of up to 150,000,000 shares of Company Common Stock, and up to 10,000,000 shares of Company preferred stock containing such rights, preferences and designations as the board of directors of the Company may, from time to time designate (including the Series A Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock). (b) Each of the Purchasers do hereby covenant and agree to vote or which would cause the effective purchase price for the execute written consents with respect to all of their shares of Common Stock and shares of Series D Preferred Stock in favor of the charter amendment described in Section 7.1(a). Except as otherwise provided herein, the covenants and agreements of the Purchasers set forth in this Section 7.1 are hereby deemed to be less than irrevocable and coupled with an interest, to the par value extent provided in Section 212 of the Delaware General Corporation Law. In such connection, the Purchasers each hereby appoint Xxxx Xxxxxxxxxx and Xxxxxxx Xxxxxxx, and each of them, as the Purchaser’s proxy and attorney in fact to vote all of the shares of Common Stock, Stock and Series D Preferred Stock owned of record by such Purchaser and exercise all of the Maker shall take any and all corporate action which may, in voting rights then enjoyed by the opinion Purchaser to implement the provisions of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may bethis Section 7.1.

Reservation of Common Stock. (i) In As of the event that at anytime when this Note shall be outstandingdate hereof, the Maker Company has reserved for each Purchaser and the Company shall not have continue to reserve and keep available at all times, free of preemptive rights, a sufficient authorized but unissued number of shares of Common Stock for each Purchaser for the purpose of effecting enabling the conversion Company to issue the Units pursuant to this Agreement and Warrant Shares issuable upon complete exercise of all amounts outstanding under this Note at the Warrants (such time amount being the “Required Minimum”). If, on any date, the number of authorized but unissued (without regard to any limitations and otherwise unreserved) shares of Common Stock is less than the Required Minimum on conversion) such date (an “Authorized Share Failure”), it then the Board of Directors shall immediately reserve and keep available such number use commercially reasonable efforts to amend the Company’s certificate 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 incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such number time, as would, at a minimum, permit soon as possible and in any event not later than the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided herein60th day after such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 sixty (60) days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker Company shall provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders’ ' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. The inability Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the Maker shares of its issued and outstanding Common Stock to reserve approve the required increase in the number of authorized shares of Common Stock required by this Section 3.4(g) shall have no impact on the 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stockwithout soliciting its stockholders, the Maker shall take any Company may satisfy this obligation by obtaining such consent and all corporate action which may, in submitting for filing with the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may be.SEC an Information Statement on Schedule 14C.

Reservation of Common Stock. (i) In the event The Company covenants and agrees that it will at anytime when this Note shall all times cause to 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 reserved and keep kept available such number out of its duly authorized and unissued 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 inability of the Maker to reserve the required number of shares of Common Stock required as will be sufficient to permit the exercise in full of all Warrants issued hereunder and, except as otherwise expressly permitted by this Section 3.4(g) shall have no impact on the rankterms of such securities, all other rights, preferences warrants or options exercisable into, and privileges the conversion of this Noteall securities convertible into, which Common Stock. All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of, and are not subject to, any preemptive or similar rights. Schedule 4.3 sets forth (a) the Capitalization of the Company as of September 30, 2008 and (b) the pro forma Capitalization of the Company after giving effect to the issuance and sale of Warrants and Warrant Shares. The Company has not issued any Common Stock, preferred stock, options, restricted stock or securities convertible into or exchangeable for Common Stock since September 30, 2008 through the Closing Date. “Capitalization” shall be interpreted mean (a) the number of authorized and applied as if the Maker had sufficient outstanding shares of Common Stock, (b) the number of authorized and outstanding shares of each series of preferred stock, (c) a description of outstanding securities convertible into or exchangeable for Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing and the Conversion Price below the then par value maximum number of the shares of Common Stock issuable upon conversion exercise of this Note or which would cause all such outstanding rights under ordinary circumstances without regard to make-whole events, potential accrued but unpaid interest and elections to pay in kind, (d) the effective purchase price for the Common Stock to be less than the par value number of the options and shares of Common Stock, restricted stock outstanding under the Maker shall take any Company’s equity benefit plans and all corporate action which may, a description of such plans to the extent not previously disclosed in the opinion Company’s filings with the SEC under the Securities Exchange Act of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price1934, as amended, as of September 30, 2008, and (e) the case may benumber of any other outstanding shares or securities.

Reservation of Common Stock. (i) In Immediately upon Closing, the event that at anytime when this Note Company shall reserve the number of shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants. The initial reservation amount shall be outstanding80 million shares. As of the date hereof, the Maker shall Company does 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 at all times 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 favor of the foregoing sentencePurchaser on a pro rata basis based on the Purchaser’s Subscription Amount, as soon as practicable after the occurrence free of an Authorized Share Failurepreemptive rights, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on equal to five times the rank, rights, preferences and privileges number of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value Notes and exercise of the Warrants (subject to adjustment for stock splits and dividends, combinations and similar events) (the “Reserve Ratio”). The Company shall take all necessary corporate actions in order to obtain shareholder approval not later than June 30, 2020 to increase its authorized shares of Common Stock, or effect a reverse stock split of the Maker shall take any and all corporate action which mayCommon Stock, in each case to allow for reserving the opinion Reserve Ratio. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company at any time fails to meet this reservation of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at requirement within 60 days after written notice from the Holder, it shall pay the Purchaser as partial liquidated damages and not as a penalty a sum equal to $500 per day for each $100,000 of the Purchaser’s Subscription Amount, up to an aggregate amount of liquidated damages equal to such adjusted Conversion Price Purchaser’s Subscription Amount. The Company shall not enter into any agreement or effective purchase price, file any amendment to its Charter (including the filing of a Certificate of Designation) which conflicts with this Section 4.9 while the Notes and Warrants remain outstanding. The Company shall execute and cause the Transfer Agent to execute a reservation letter in the form attached as the case may be.Exhibit C.

Reservation of Common Stock. (i) In 2.5.1 So long as the event that at anytime when this New Note shall be remains outstanding, the Maker Company shall reserve five (5) million shares of Common Stock (the “Required Reserve Amount”) to 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 not in limitation thereof, at any time while the New Note remains outstanding the Company does not have a sufficient number of authorized but unissued and unreserved shares of Common Stock to satisfy its obligation to reserve 5 million shares of its Common Stock for issuance pursuant to the purpose terms of effecting the conversion of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) Agreement, (an “Authorized Share Failure”), it then the Company shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available practicable as of that date and shall immediately possible take all action necessary to increase the number of its Company’s authorized shares of Common Stock until such time as or effectuate a reverse split of 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 an amount sufficient shares to allow conversion of all amounts outstanding under this Note as provided hereinthe Company to reserve the Required Reserve Amount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Maker Company shall (A) hold a meeting of its stockholders or (B) obtain a majority written consent of its stockholders, for the authorization approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Maker 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. The inability of In the Maker to reserve event that the required number of Company is prohibited from issuing shares of Common Stock required by this Section 3.4(g) shall have no impact on pursuant to the rank, rights, preferences and privileges terms of this Note, which shall be interpreted and applied as if Agreement due to the Maker had failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued to effect any conversion. 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 conversion (such unavailable number of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may“Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to the opinion Investor, the Company shall pay to the Investor, in cash, an amount equal to the sum of its counsel, be necessary (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the 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 such issuance and payment under this Section 2.5.2; and (ii) to the extent the Investor purchases (in order that the Maker may validly and legally issue fully paid and nonassessable an open market transaction or otherwise) shares of such Common Stock at such adjusted Conversion Price or effective purchase priceto deliver in satisfaction of a sale by the Investor of Authorized Failure Shares, as any brokerage commissions and other out-of-pocket expenses, if any, of the case may beInvestor incurred in connection therewith.

Reservation of Common Stock. (i) In Immediately upon Closing, the event that at anytime when this Note Company shall reserve the number of shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants. The initial reservation amount shall be outstanding6,000,000 shares. As of the date hereof, the Maker shall Company does 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 at all times 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 favor of the foregoing sentencePurchaser on a pro rata basis based on the Purchaser’s Subscription Amount, as soon as practicable after the occurrence free of an Authorized Share Failurepreemptive rights, 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on equal to three times the rank, rights, preferences and privileges number of this Note, which shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value Notes and exercise of the Warrants (subject to adjustment for stock splits and dividends, combinations and similar events) (the “Reserve Ratio”). The Company shall reserve and keep available at all times in favor of the Purchasers on a pro rata basis based on each Purchaser’s Subscription Amount, free of preemptive rights, a number of shares of Common Stock equal to three times the number of shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants (subject to adjustment for stock splits and dividends, combinations and similar events). The Company shall execute and cause the Transfer Agent to execute a reservation letter in the form attached as Exhibit F. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company at any time fails to meet this reservation of Common Stock requirement within 45 days after written notice from the Holder, it shall pay the Purchaser as partial liquidated damages and not as a penalty a sum equal to $500 per day for each $100,000 of the Purchaser’s Subscription Amount and it shall sell to the Lead Investor for $100 a series of preferred stock which contains the power to vote a number of votes equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s shareholders (with the power to take action by written consent in lieu of a shareholders meeting) for the sole purpose of amending the Company’s Charter to increase its authorized Common Stock, which such preferred stock shall be automatically cancelled upon the Maker shall take any and all corporate action which may, effectuation of the resulting increased in the opinion Company’s authorized shares. The Company shall not enter into any agreement or file any amendment to its Charter (including the filing of its counsel, be necessary in order that a Certificate of Designation) which conflicts with this Section 4.9 while the Maker may validly Notes and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beWarrants remain outstanding.

Reservation of Common Stock. (i) In The Company shall, on the event that Closing Date, have authorized and reserved for issuance to the Investors upon exercise of the Warrants, free from any preemptive rights, and shall keep available at anytime when this Note shall be all times during which any Warrants are 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 inability of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g(the "Reserved Amount") shall have no impact that, on the rankClosing Date, 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 effect any conversion. 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 conversion of this Note or which would cause the effective purchase price for the Common Stock to be is not less than the par value number of Warrant Shares issuable upon exercise of all of the shares Warrants issued at the Closing, in each case without regard to any limitation or restriction on such exercise that may be set forth in the Warrants. The Reserved Amount shall be allocated among the Investors in accordance with each Investor's Pro Rata Share. In the event that an Investor shall sell or otherwise transfer any of Common Stocksuch Investor's Warrants, each transferee shall be allocated a pro rata portion of such transferor's Reserved Amount. Any portion of the Reserved Amount allocated to any Investor or other Person which no longer holds any Warrants shall be reallocated to the remaining Investors pro rata based on the number of Registrable Securities held by such Investors at such time. In the event that the Reserved Amount is insufficient at any time to cover all of the Registrable Securities issuable upon the exercise of the Warrants (without regard to any restriction on such exercise), the Maker Company shall take any and such action (including without limitation holding a meeting of its shareholders) to increase the Reserved Amount to cover all corporate action which mayof the Registrable Securities issuable upon such exercise, such increase to be effective not later than the thirtieth (30th) day (or sixtieth (60th) day, in the opinion event shareholder approval is required for such increase) following the Company's receipt of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares written notice of such Common Stock at such adjusted Conversion Price or effective purchase pricedeficiency. While any Warrants are outstanding, as the case may beCompany shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor then holding Warrants.

Reservation of Common Stock. The Company shall authorize and --------------------------- reserve for issuance to the Investor, free from any preemptive rights, a number of shares of Common Stock (the "Reserved Amount") that, on the --------------- Closing Date, is not less than three million eight hundred twenty-five thousand (3,825,000) shares of Common Stock. If, on any date following the Closing Date, the Reserved Amount is less than (i) In one hundred percent (100%) of the event that at anytime when this Note shall be outstanding, Warrant Shares issuable upon exercise of the Maker shall not have sufficient authorized but unissued Common Stock for Series A Warrant plus (ii) one hundred percent (100%) of the purpose Warrant Shares issuable upon exercise of effecting the conversion of all amounts outstanding under this Note at such time Series B Warrant (without regard to any limitations limitation or restriction on conversion) (an “Authorized Share Failure”such exercise that may be set forth in the Series B Warrant), it the Company shall immediately reserve and keep available such number take action (including without limitation seeking stockholder approval for the authorization or reservation of its duly authorized additional 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, Stock) 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 Failuretenth (10th) Business Day or, in the event that stockholder approval is required, the Maker sixtieth (60th) day following such date) to increase the Reserved Amount to not less than (i) one hundred percent (100%) of the Warrant Shares issuable upon exercise of the Series A Warrant plus (ii) one hundred and twenty five percent (125%) of the number of Warrant Shares issuable upon exercise of the Series B Warrant (without giving effect to any limitation on such exercise that may be set forth in the Series B Warrant). While the Warrants or any portion thereof are outstanding, the Company shall (A) hold a meeting of its stockholders or (B) obtain a majority not reduce the Reserved Amount without the prior written consent of its stockholders, for the authorization of an increase in the number of authorized shares of Common StockInvestor. In connection with such meeting, the Maker event that the Investor 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 inability sell or otherwise transfer all or any portion of the Maker to reserve the required number of shares of Common Stock required by this Section 3.4(g) shall have no impact on the rankInvestor's Warrants, rights, preferences and privileges of this Note, which each transferee shall be interpreted and applied as if the Maker had sufficient shares of Common Stock authorized but unissued to effect any conversion. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value allocated a pro rata portion of the shares of Common Stock issuable upon conversion of this Note or which would cause the effective purchase price for the Common Stock to be less than the par value of the shares of Common Stock, the Maker shall take any and all corporate action which may, in the opinion of its counsel, be necessary in order that the Maker may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price or effective purchase price, as the case may beInvestor's Reserved Amount.