Common use of Reservation of Securities Clause in Contracts

Reservation of Securities. (i) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. (iii) 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 shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the date such Listing Default is cured. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.

Reservation of Securities. (i) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend approve the amendment of the Company’s certificate or articles of incorporation Charter to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at and submit such timeamendment to the Company’s stockholders for approval, as soon as possible and in any event not later than the 60th day after such date. (iii) The Company shall, if applicable: (i) in the time and manner required by The NASDAQ Capital Market or such other principal market on which the principal Trading Company’s Common Stock is then primarily traded (the “Principal Market”), prepare and file with such Trading Principal Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Principal Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Principal Market or another Trading Principal Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Principal Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the (x) aggregate Subscription Amount of Shares or Conversion Shares calculated on an “as converted” basis, as the case may be, held by such Subscriber on the date of a Listing Default and (y) the aggregate purchase price of Warrant Shares held by such Subscriber on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter with respect to Shares (or “as converted” Conversion Shares”) and Warrant Shares held as of each such date until the date such Listing Default is curedcured or Subscriber no longer holds any Shares, Preferred Shares, Conversion Shares or Warrant Shares. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.

Reservation of Securities. (i) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125100% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend approve the amendment of the Company’s certificate or articles of incorporation Charter to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at and submit such timeamendment to the Company’s stockholders for approval, as soon as possible and in any event not later than the 60th 90th day after such date. (iii) The Company shall, if applicable: (i) in the time and manner required by The NASDAQ Capital Market or such other principal market on which the principal Trading Company’s Common Stock is then primarily traded (the “Principal Market”), prepare and file with such Trading Principal Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Principal Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Principal Market or another Trading Principal Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Principal Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of (x) Aggregate Purchase Price of Shares or Conversion Shares calculated on an “as converted” basis, as the case may be, held by such Subscriber on the date of a Listing Default and (y) the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter with respect to Shares (or “as converted” Conversion Shares) held as of each such date until the date such Listing Default is curedcured or Subscriber no longer holds any Shares, Preferred Shares or Conversion Shares. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.

Reservation of Securities. (i) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend approve the amendment of the Company’s certificate or articles of incorporation Charter to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at and submit such timeamendment to the Company’s stockholders for approval, as soon as possible and in any event not later than the 60th day after such date. (iii) The Company shall, if applicable: (i) in the time and manner required by the principal Trading Principal Market, prepare and file with such Trading Principal Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Principal Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Principal Market or another Trading Principal Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Principal Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the (x) aggregate Subscription Amount of Shares or Conversion Shares calculated on an “as converted” basis, as the case may be held by such Subscriber on the date of a Listing Default and (y) the aggregate purchase price of Warrant Shares held by such Subscriber on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter with respect to Shares (or “as converted” Conversion Shares”) and Warrant Shares held as of each such date until the date such Listing Default is cured. If the Company fails to pay cured or Subscriber no longer holds any liquidated damages pursuant to this Section in a timely mannerShares, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the SubscriberPreferred Shares, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectivelyConversion Shares or Warrant Shares.

Reservation of Securities. (ia) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (iib) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. . Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (iii90) The days after the occurrence of such Authorized Share Failure, the Company shall, if applicable: (i) shall hold a meeting of its stockholders for the approval of an increase in the time and manner required by the principal Trading Market, prepare and file number of authorized shares of Common Stock. In connection with such Trading Market an additional shares listing application covering meeting, the Company shall provide each stockholder with a number proxy statement and shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock at least equal and to cause its board of directors to recommend to the Required Minimum on stockholders that they approve such proposal. Notwithstanding the date foregoing, if any such time of such applicationan Authorized Share Failure, (ii) take all steps necessary the Company is able to cause such obtain the written consent of a majority of the shares of its issued and outstanding Common Stock to approve the increase in the number of authorized shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of without soliciting its Common Stock on a Trading Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is curedstockholders, the Company shall pay to each Subscriber may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber Information Statement on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the date such Listing Default is cured. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.Schedule 14C.

Reservation of Securities. (i) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125100% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend approve the amendment of the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at and submit such timeamendment to the Company’s stockholders for approval, as soon as possible and in any event not later than the 60th ninetieth (90th) day after such date. (iii) The Company shall, if applicable: (iA) in the time and manner required by The NASDAQ Capital Market or such other principal market on which the principal Trading Company’s Common Stock is then primarily traded (the “Principal Market”), prepare and file with such Trading Principal Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (iiB) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Principal Market as soon as possible thereafter, (iiiC) provide to the Subscribers evidence of such listing or quotation and (ivD) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Principal Market or another Trading Principal Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Principal Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of (x) Aggregate Purchase Price of Shares or Conversion Shares calculated on an “as converted” basis, as the case may be, held by such Subscriber on the date of a Listing Default and (y) the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter with respect to Shares (or “as converted” Conversion Shares) held as of each such date until the date such Listing Default is curedcured or Subscriber no longer holds any Shares, Preferred Shares or Conversion Shares. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.

Reservation of Securities. (i) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Exchange Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Exchange Documents, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Exchange Documents (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend approve the amendment of the Company’s certificate or articles Certificate of incorporation Incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at and submit such timeamendment to the Company’s stockholders for approval, as soon as possible and in any event not later than the 60th day after such date. (iii) The Company shall, if applicable: (i) in the time and manner required by the principal Trading Principal Market on which the Company’s Common Stock is then primarily traded (the “Principal Market”), prepare and file with such Trading Principal Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Principal Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Principal Market or another Trading Principal Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Principal Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to one (1% %) percent of the aggregate Subscription Amount and purchase price Aggregate Purchase Price of Warrant Shares or Conversion Shares calculated on an “as converted” basis, as the case may be, held by such Subscriber on the day date of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the date such Listing Default is curedDefault. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.

Reservation of Securities. (i) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend approve the amendment of the Company’s certificate or articles of incorporation Charter to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at and submit such timeamendment to the Company’s stockholders for approval, as soon as possible and in any event not later than the 60th day after such date. (iii) The Company shall, if applicable: (i) in the time and manner required by NASAQ or such other principal market on which the principal Trading Company’s Common Stock is then primarily traded (the “Principal Market”), prepare and file with such Trading Principal Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Principal Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Principal Market or another Trading Principal Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Principal Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of (x) Aggregate Purchase Price of Shares or Conversion Shares calculated on an “as converted” basis, as the case may be, held by such Subscriber on the date of a Listing Default and (y) the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter with respect to Shares (or “as converted” Conversion Shares”) and Warrant Shares held as of each such date until the date such Listing Default is curedcured or Subscriber no longer holds any Shares, Conversion Shares or Warrant Shares. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.

Reservation of Securities. (ia) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant Required Minimum. The Company shall deliver to the Transaction Documents Purchaser’s a letter countersigned by its transfer agent in the form annexed hereto as Exhibit C (the “Required MinimumTA Letter”). (iib) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. . Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (iii90) The days after the occurrence of such Authorized Share Failure, the Company shall, if applicable: (i) shall hold a meeting of its stockholders for the approval of an increase in the time and manner required by the principal Trading Market, prepare and file number of authorized shares of Common Stock. In connection with such Trading Market an additional shares listing application covering meeting, the Company shall provide each stockholder with a number proxy statement and shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock at least equal and to cause its board of directors to recommend to the Required Minimum on stockholders that they approve such proposal. Notwithstanding the date foregoing, if any such time of such applicationan Authorized Share Failure, (ii) take all steps necessary the Company is able to cause such obtain the written consent of a majority of the shares of its issued and outstanding Common Stock to approve the increase in the number of authorized shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of without soliciting its Common Stock on a Trading Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is curedstockholders, the Company shall pay to each Subscriber may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber Information Statement on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the date such Listing Default is cured. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.Schedule 14C.

Reservation of Securities. (ia) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125100% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. (iiib) The Company shall, if applicable: (i) in the time and manner required by The NASDAQ Capital Market or such other principal market on which the principal Trading Company’s Common Stock is then primarily traded (the “Principal Market”), prepare and file with such Trading Principal Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Principal Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Principal Market or another Trading Principal Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Principal Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of (x) Aggregate Purchase Price of Shares, held by such Subscriber on the date of a Listing Default and (y) the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter with respect to Shares held as of each such date until the date such Listing Default is curedcured or Subscriber no longer holds any Shares. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.

Reservation of Securities. (i) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125100% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend approve an amendment to the Company’s certificate or articles of incorporation Charter to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at and submit such timeamendment to the Company’s stockholders for approval, as soon as possible and in any event not later than the 60th sixtieth (60th) day after such date. (iii) The Company shall, if applicable: (i) in the time and manner required by the principal Trading Principal Market, prepare and file with such Trading the Principal Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading the Principal Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading the Principal Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading the Principal Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market at least until five years after the Closing Date. In the event the aforedescribed afore described listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber on the day date of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter with respect to Shares held as of each such date until the date such Listing Default is cured. If the Company fails to pay cured or Subscriber no longer holds any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectivelyShares.

Reservation of Securities. (ia) The As of the date hereof, the Company has reserved for each Purchaser and the Company shall maintain a continue to reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documentsand keep available at all times, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (ii) , free of pre-emptive rights. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such datedate (an “Authorized Share Failure”), then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at plus such timeother amount as may be required for the Company’s other purposes, and use its commercially reasonable efforts to reserve the Required Minimum on behalf of the Purchaser, as soon as possible and in any event not later than the 60th 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 sixty (iii60) The days after the occurrence of such Authorized Share Failure, the Company shall, if applicable: (i) shall hold a meeting of its stockholders for the approval of an increase in the time and manner required by the principal Trading Market, prepare and file number of authorized shares of Common Stock. In connection with such Trading Market an additional shares listing application covering meeting, the Company shall provide each stockholder with a number proxy statement and shall solicit its stockholders' approval of such increase in authorized shares of Common Stock at least equal and to cause its board of directors to recommend to the Required Minimum on stockholders that they approve such proposal. Notwithstanding the date foregoing, if any such time of such applicationan Authorized Share Failure, (ii) take all steps necessary the Company is able to cause such obtain the written consent of a majority of the shares of its issued and outstanding Common Stock to approve the increase in the number of authorized shares of Common Stock without soliciting its stockholders, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. (b) The Company shall use best efforts to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to have the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock listed on any date at least equal to the Required Minimum on such date on such Trading Market or another a Trading Market. The Upon such listing, the Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market for as long as any Subscriber holds Securities, and will comply in all material respects with while the Company’s reporting, filing and other obligations under Notes are outstanding. (c) The Company agrees to maintain the bylaws or rules eligibility of the Trading Market at least until five years after Common Stock for electronic transfer through the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”)Depository Trust Company or another established clearing corporation, then in addition to any other rights the Subscribers may have hereunder or under applicable lawincluding, on the first day without limitation, by timely payment of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the date such Listing Default is cured. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) fees to the Subscriber, up to a maximum of sixteen (16%) percent for Depository Trust Company or such interest and liquidated damages amounts, collectivelyother established clearing corporation in connection with such electronic transfer.

Reservation of Securities. (ia) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (iib) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. . Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (iii90) The days after the occurrence of such Authorized Share Failure, the Company shall, if applicable: (i) shall hold a meeting of its stockholders for the approval of an increase in the time and manner required by the principal Trading Market, prepare and file number of authorized shares of Common Stock. In connection with such Trading Market an additional shares listing application covering meeting, the Company shall provide each stockholder with a number proxy statement and shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock at least equal and to cause its board of directors to recommend to the Required Minimum on stockholders that they approve such proposal. Notwithstanding the date foregoing, if any such time of such applicationan Authorized Share Failure, (ii) take all steps necessary the Company is able to cause such obtain the written consent of a majority of the shares of its issued and outstanding Common Stock to approve the increase in the number of authorized shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of without soliciting its Common Stock on a Trading Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is curedstockholders, the Company shall pay may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. Calculations hereunder with reference to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% Warrant Shares will be made assuming exercise of the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber Warrants on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the date such Listing Default is cured. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectivelycash basis.

Reservation of Securities. (ia) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to have and keep the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant authorized and reserved for issuance to the Transaction Documents an amount sufficient (the “Required MinimumReserved Amount”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend to satisfy the Company’s obligations to issue and deliver one hundred percent (100%) of the Securities issuable upon the exercise of the Warrants issued on the Closing Date (without regard to any restriction on such conversion or exercise), and such Reserved Amount shall be free from any preemptive rights. If for any reason the Company does not have the Reserved Amount to cover one hundred percent (100%) of the Securities issuable upon the exercise of the Warrants issued (a “Warrant Share Deficiency”), the Company shall promptly take all such necessary actions to have a sufficient Reserved Amount, including requisite stockholder approval to amend its certificate or articles of incorporation to increase the number of authorized but unissued shares capital stock, and such action shall be in full force and effect under the laws of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not State of Delaware no later than forty-five (45) days, or ninety (90) days if a stockholders’ meeting is required, following a Warrant Share Deficiency; provided, however, that in the 60th day event the Company’s action to keep available the Reserved Amount is delayed as a result of action from a Governmental Authority, including responding to comments from the SEC on (i) an information statement disclosing shareholder approval, or (ii) a proxy statement requesting shareholder approval, the Company shall use its best efforts to promptly address any such Governmental Authority action, and the time taken to address such Government Authority action shall be tolled against the timeframe discussed in this clause (a), provided that in no event shall such timeframe be tolled by more than forty-five (45) additional days (i.e., the maximum time period to cure the Warrant Share Deficiency shall be one hundred thirty-five (135) days, after such datewhich time the liquidated damages set forth in Section 4.7(d) shall apply). The Company acknowledges and agrees that a failure to comply with its obligations under this clause (a) within the timeframe specified above will constitute a Warrant Share Deficiency and cash payments will be payable to the Investors in accordance with the provisions of Section 4.7(d) below. For the avoidance of doubt, the Company’s failure to comply with its obligations under Section 4.7(a) above within the time period specified therein shall constitute a “Warrant Share Deficiency.” (b) While any Warrants are outstanding, the Company shall not reduce the Reserved Amount without obtaining the prior written consent of each Investor then holding Warrants. (iiic) The Each of the Investors hereby covenants and agrees that, in connection with any Warrant Share Deficiency, each such Investor shall promptly provide all such necessary consents to the Company shallto permit the Company to fulfill its obligations under Sections 4.7(a), if applicable: including without limitation, delivery of a Stockholder Consent or participation at a special meeting of stockholders (iin person or by proxy) and voting Shares then held by such Investors, in either case in favor of any amendment to the time and manner required by Company’s certificate of incorporation to increase the principal Trading Market, prepare and file with such Trading Market an additional shares listing application covering a authorized number of shares of Common Stock at least equal to Stock. (d) If (i) the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of does not comply with its Common Stock on a Trading Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under Section 4.7(a) above within the bylaws or rules of the Trading Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is curedtimeframe specified therein, the Company shall pay make a cash payment to each Subscriber Investor in an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% ten percent (10%) of the product of (i) the Exercise Price of such Investor’s Warrants and (ii) the aggregate Subscription Amount and purchase price number of Warrant Shares held by then issuable to each such Subscriber on Investor for each thirty (30) day period in which the day of a Listing Default and on every thirtieth day (Warrant Share Deficiency exists, such payment to be pro-rated for periods less than any portion of any such thirty days(30) thereafter until the date day period. Each such Listing Default is cured. If the Company fails payment required to pay any liquidated damages pursuant to be made under this Section 4.7(d) shall be made within five (5) Business Days following the last day of each calendar month in which a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectivelyWarrant Share Deficiency exists.

Reservation of Securities. (i) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125150% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents Warrants (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. (iii) The Company shall, if applicable: (i) in the time and manner required by the principal Trading MarketNYSE, prepare and file with such Trading Market therewith an additional shares listing application Application for Listing of Additional Shares covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Market the NYSE as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market the NYSE or another Trading Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market at least until five years after the Closing Date. In the event the aforedescribed afore-mentioned listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the date such Listing Default is cured. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.

Reservation of Securities. (ia) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125% of the maximum number of shares of Common Stock issuable pursuant Required Minimum. The Company shall deliver to the Transaction Documents Purchaser’s a letter countersigned by its transfer agent in the form annexed hereto as Exhibit C (the “Required MinimumTA Letter”). (iib) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date. . Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (iii90) The days after the occurrence of such Authorized Share Failure, the Company shall, if applicable: (i) shall hold a meeting of its stockholders for the approval of an increase in the time and manner required by the principal Trading Market, prepare and file number of authorized shares of Common Stock. In connection with such Trading Market an additional shares listing application covering meeting, the Company shall provide each stockholder with a number proxy statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock at least equal and to cause its board of directors to recommend to the Required Minimum on stockholders that they approve such proposal. Notwithstanding the date foregoing, if any such time of such applicationan Authorized Share Failure, (ii) take all steps necessary the Company is able to cause such obtain the written consent of a majority of the shares of its issued and outstanding Common Stock to approve the increase in the number of authorized shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of without soliciting its Common Stock on a Trading Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is curedstockholders, the Company shall pay to each Subscriber may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate Subscription Amount and purchase price of Warrant Shares held by such Subscriber Information Statement on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the date such Listing Default is cured. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Subscriber, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectively.Schedule 14C.

Reservation of Securities. (i) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than 125200% of the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents (the “Required Minimum”). (ii) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend approve the amendment of the Company’s certificate or articles of incorporation Charter to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at and submit such timeamendment to the Company’s stockholders for approval, as soon as possible and in any event not later than the 60th day after such date. (iii) The Company shall, if applicable: (i) in the time and manner required by the principal Trading Principal Market, prepare and file with such Trading Principal Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Principal Market as soon as possible thereafter, (iii) provide to the Subscribers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Principal Market or another Trading Principal Market. The Company will then take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Principal Market for as long as any Subscriber holds Securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market at least until five years after the Closing Date. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the (x) aggregate Subscription Amount of Shares or Conversion Shares calculated on an “as converted” basis, as the case may be held by such Subscriber on the date of a Listing Default and (y) the aggregate purchase price of Warrant Shares held by such Subscriber on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter with respect to Shares (or “as converted” Conversion Shares”) and Warrant Shares held as of each such date until the date such Listing Default is cured. If the Company fails to pay cured or Subscriber no longer holds any liquidated damages pursuant to this Section in a timely mannerShares, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the SubscriberPreferred Shares, up to a maximum of sixteen (16%) percent for such interest and liquidated damages amounts, collectivelyConversion Shares or Warrant Shares.