Common use of Reservation of Shares Clause in Contracts

Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par value.

Reservation of Shares. The Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Debentures and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Debentures or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Debentures. The Company shall be not reduce the number of shares of Common Stock reserved for issuance upon conversion of Debentures and delivery exercise of the Warrants without the consent of each Buyer. The Company shall use its best efforts at all times to maintain the number of shares of Common Stock so reserved for issuance at no less than two (2) times the number that is then actually issuable upon full conversion of the Debentures and Additional Debentures and upon exercise of Series B the Warrants such number (based on the Conversion Price of Warrant Shares as may be the Debentures or the Exercise Price of the Warrants in effect from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessabletime). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is below the Company's capital stock shall not be sufficient to permit exercise in full number of Conversion Shares and Warrant Shares issued and issuable upon conversion of the Series B WarrantsDebentures and Additional Debentures and exercise of the Warrants (based on the Conversion Price of the Debentures or the Exercise Price of the Warrants then in effect), the Company will promptly take such all corporate action as 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 under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain stockholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The Company hereby agrees that shall at all times there have --------------------- authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Debentures and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Debentures or Exercise Price of the Warrants in effect from time to time). The Company shall be not reduce the number of shares of Common Stock reserved for issuance upon conversion of Debentures and delivery upon exercise of Series B the Warrants such without the consent of each Buyer, which consent will not be unreasonably withheld. The Company shall use its best efforts at all times to maintain the number of Warrant Shares as may be shares of Common Stock so reserved for issuance at no less than two (2) times the number that is then actually issuable upon full conversion of the Debentures and exercise of the Warrants (based on the Conversion Price of the Debentures or Exercise Price of the Warrants in effect from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessabletime). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is below the Company's capital stock shall not be sufficient to permit exercise in full number of Conversion Shares and Warrant Shares issued and issuable upon conversion of the Series B WarrantsDebentures and exercise of the Warrants (based on the Conversion Price of the Debentures or Exercise price of the Warrants then in effect), the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain shareholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The Company hereby agrees that Corporation shall at all times there when Series A Preferred Stock shall be reserved outstanding, reserve and keep available out of its authorized but unissued capital stock, for issuance and delivery upon exercise the purpose of effecting the conversion of Series B Warrants A Preferred Stock, such number of Warrant Shares its duly authorized shares of Common Stock as may be shall from time to time issuable upon exercise be sufficient to effect the conversion of all outstanding Series A Preferred Stock and, for the purpose of effecting the payment of any Preferred Dividend in full of the Series B WarrantsPIK Shares, such that number of its duly authorized shares of Series A Preferred Stock as shall from time to time be sufficient to effect the Company may validly and legally issue all Warrant issuance of any PIK Shares in compliance with this Section. All Warrant Shares shall be duly authorizedas payment for a Preferred Dividend; and, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If if at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock Common Stock or Series A Preferred Stock shall not be sufficient to permit exercise in full effect the conversion of all then outstanding shares of Series A Preferred Stock or the issuance of PIK Shares as payment for a Preferred Dividend, through and including the sixty-six (66) month anniversary of the Original Issuance Date (and, if any shares of Series B WarrantsA Preferred Stock are outstanding after the sixty-six (66) month anniversary of the Original Issuance Date, through and including an additional period of two (2) years thereafter), the Company will promptly Corporation shall take such corporate action as may, in the opinion of its counsel, may be necessary to increase its authorized but unissued shares of Common Stock or Series A Preferred Stock, as applicable, to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to call a meeting of the stockholders and obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation. The Company agrees Before taking any action that its issuance would cause an adjustment reducing the Series A Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of Series B Warrants shall constitute full authority to its officers who are charged with A Preferred Stock, the issuance of Warrant Shares to issue Common Shares Corporation will take any corporate action which may, based upon the exercise advice of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueA Conversion Price.

Reservation of Shares. The Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Preferred Shares and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Preferred Shares or Exercise Price of the Warrants in effect from time to time). The Company shall be not reduce the number of shares of Common Stock reserved for issuance upon conversion of Preferred Shares and delivery upon exercise of Series B the Warrants such without the consent of each Buyer. The Company shall use its best efforts at all times to maintain the number of Warrant shares of Common Stock so reserved for issuance at no less than two (2) times the number that is then actually issuable upon full conversion of the Preferred Shares as may be and exercise of the Warrants (based on the Conversion Price of the Preferred Shares or Exercise Price of the Warrants in effect from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessabletime). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is below the Company's capital stock shall not be sufficient to permit exercise in full number of Conversion Shares and Warrant Shares issued and issuable upon conversion of the Series B WarrantsPreferred Shares and exercise of the Warrants (based on the Conversion Price of the Preferred Shares or Exercise price of the Warrants then in effect), the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain shareholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 100% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price then in effect, (y) interest on the Notes shall accrue through the forty-five month anniversary of the Closing Date and delivery upon exercise will be converted in shares of Series B Warrants Common Stock at a conversion price equal to the Alternate Conversion Price then in effect and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Notes, Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of 150% of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Conversion Price (as defined in the Notes) assuming a Conversion Date (as defined in the Notes) as of such date of determination, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and delivery upon exercise will be converted in Common Stock at a conversion price equal to the Conversion Price assuming a Conversion Date as of Series B Warrants such date of determination, and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time initially issuable upon exercise in full of the Series B Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(k) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby So long as any Securities or other warrants owned by the Lender (and/or a transferee thereof), are owned beneficially and/or of record by the Lender or any transferee thereof, the Borrower covenants and agrees that it will at all times there reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to (the “Required Reserve Amount”) (i) 300%, multiplied by (ii) the Required Minimum (as defined below) for the sole purpose of issuance upon conversion of the Notes, payment of interest on the Notes, and exercise of the Warrants and other warrants owned beneficially and/or of record by the Lender (and/or any transferee thereof), free from preemptive rights or any other actual contingent purchase rights of Persons other than the Lender (and any other holders of any Notes, Warrants and/or warrants transferred from a Lender), The Borrower covenants that all shares of Common Stock that shall be reserved for issuance and delivery so issuable shall, upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrantsissue, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessablenonassessable, and, at such times as a registration statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such registration statement. If at For purposes of this Agreement, the “Required Minimum” shall mean the sum of (I) the quotient obtained by dividing the sum of (A) (i) all outstanding Indebtedness represented by the Notes, (ii) all interest thereon (whether accrued or not), (iii) the Stated Value of all H Shares then held by the Lender plus all dividends and other amounts due thereon and (iv) and/or other amounts owed under the Documents and/or the RD SPA, including Liabilities to the Lender from the Borrower (including but not limited to Late Fees, and liquidated damages), by (B) the lower of (i) the Conversion Price (as defined in the Notes) on the date of Closing, and (b) in the event that the average closing bid price or closing sale price, as the case may be, immediately prior to Trading Day that any time determination of the Required Reserve Amount is calculated, the average closing bid price or sale price (as the case may be) for a share of Common Stock for the 5 consecutive Trading Days immediately prior to the Expiration Date determination date is below the number and kind Conversion Price, the Alternative Conversion Price, plus (II) the quotient of authorized but unissued (A) the sum of all shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares Stock issuable upon the exercise of all Warrants and RD Warrants owed by the Series B Warrants. Without limiting Lender or any transferee thereof, divided by (B) the generality lower of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above (i) the Exercise Price (as defined in effect immediately the Warrants) of the Warrants and the RD Warrant’s Exercise Price (as defined in the RD Warrants) on the Closing Date, and (ii) if the Exercise Price of either the Warrants or the RD Warrants is below the average closing bid price or closing sale price, as the case may be, for a Share of Common Stock on the Trading Market for the 5 consecutive Trading Days prior to the particular date of the determination, the Alternative Conversion Price. The Borrower shall be required to calculate the Required Minimum on the first Trading Day of each month that any Securities and/or warrants are outstanding and provide such increase in stated or par valuecalculation to the Lender and the Transfer Agent promptly. For purposes of calculating the Required Minimum, Borrower shall assume that all principal of all Notes will remain outstanding for eighteen (18) months and all accrued but unpaid interest hereon accrues at the rate of 18% per annum, is paid on the date 18 months from the Closing Date, and all Warrants (and RD Warrants) will remain unexercised for 5 years.

Reservation of Shares. The Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Debentures and Additional Debentures (including all accrued unpaid interest thereon) and the Warrants and Additional Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price or Exercise Price in effect from time to time) and as otherwise required by the Debentures. The Company shall be not reduce the number of shares of Common Stock reserved for issuance upon conversion of Debentures and delivery Additional Debentures and exercise of the Warrants and Additional Warrants without the consent of each Buyer. The Company shall use its best efforts at all times to maintain the number of shares of Common Stock so reserved for issuance at no less than two (2) times the number that is then actually issuable upon full conversion of the Debentures and Additional Debentures and upon exercise of Series B the Warrants such number of Warrant Shares as may be and Additional Warrants (based on the Conversion Price or the Exercise Price in effect from time to time issuable upon exercise in full of and including all accrued and unpaid interest on the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessableDebentures). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is below the Company's capital stock shall not be sufficient to permit exercise in full number of Conversion Shares and Warrant Shares issued and issuable upon conversion of the Series B WarrantsDebentures and Additional Debentures and exercise of the Warrants and Additional Warrants (based on the Conversion Price or the Exercise Price then in effect and including all accrued and unpaid interest on the Debentures), the Company will promptly take such all corporate action as 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 under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain stockholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The Following the Stockholder Approval Date (as defined herein), so long as any of the Preferred Shares or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) the Preferred Shares are convertible at the initial Conversion Price (as defined in the Certificate of Designations) and delivery upon exercise (y) any such conversion shall not take into account any limitations on the conversion of Series B Warrants such the Preferred Shares set forth in the Certificate of Designations), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(m) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Preferred Shares and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to following the Expiration Stockholder Approval Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that shall at all times there shall be reserved reserve and keep available out of its authorized but unissued shares of Common Stock, free from all taxes, liens and charges with respect to the issue thereof, and not subject to preemptive rights or other similar rights of stockholders of the Company, solely for issuance and delivery upon exercise the purpose of Series B Warrants issuing the shares of Common Stock underlying this Warrant, such number of Warrant Shares its shares of Common Stock as may be shall from time to time issuable upon be sufficient to effect the issuance or exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorizedthereof, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If if at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock Common Stock shall not be sufficient to permit issue the Common Stock and effect the exercise of this Warrant, in full of the Series B Warrantsaddition to such other remedies as shall be available to Holder, the Company will promptly shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its the number of authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including without limitation, using its best efforts to obtain the requisite stockholder approval necessary to increase the number of authorized shares of the Company’s Common Stock. The All shares of Common Stock issuable upon exercise of this Warrant shall be duly authorized and, when issued upon exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable and free from preemptive rights and free from taxes, liens and charges with respect thereto. In the event that the Company agrees that its issuance is prohibited from issuing shares of Series B Warrants shall constitute full authority Common Stock upon an exercise of this Warrant due to its officers who are charged with the issuance failure by the Company to have sufficient shares of Warrant Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorization Failure Shares”), in lieu of delivering such Authorization Failure Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoingHolder, the Company will not increase shall pay cash in exchange for the stated cancellation of such portion of this Warrant exercisable into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the Closing Sale Price on the Trading Day immediately preceding the date such Authorization Failure Shares would otherwise be required to be delivered to the Holder hereunder and (ii) to the extent the Holder purchases (in an open market transaction or par value per shareotherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Authorization Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Common Shares above the Exercise Price Holder incurred in effect immediately prior to such increase in stated or par valueconnection therewith.

Reservation of Shares. The As long as the Series A ______________________ Preferred Stock is outstanding the following shall apply: the Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Preferred Shares (based on the Conversion Price (as defined in the Certificate of Designation) in effect from time to time) and the issuance of the Conversion Shares in connection therewith and as otherwise required by the Certificate of Designation and the full exercise of the Warrants and the issuance of the Warrant Shares (based on the exercise price of the Warrants in effect from time to time). The Company shall be not reduce the number of shares of Common Stock reserved for issuance upon conversion of or otherwise pursuant to the Preferred Shares and delivery the exercise of or otherwise pursuant to the Warrants without the consent of Investor's. Subject to the proviso contained in the first sentence of this Section 4(h), the Company shall use its best efforts at all times to maintain the number of shares of Common Stock so reserved for issuance at no less than the number that is then actually issuable upon full conversion of the Preferred Shares (based on the Conversion Price (as defined in the Certificate of Designation) in effect from time to time) and full exercise of the Warrants (based on the exercise price of the Warrants in effect from time). Subject to the proviso contained in the first sentence of this Section 4(h), if at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued and issuable upon conversion of or otherwise pursuant to the Preferred Shares (based on the Conversion Price (as defined in the Certificate of Designation) in effect from time to time) and Warrant Shares issued and issuable upon exercise of Series B or otherwise pursuant to Warrants such number (based on the exercise price of Warrant Shares as may be the Warrants in effect from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B Warrantstime), the Company will promptly take such all corporate action as 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 under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain stockholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. (a) The Company hereby agrees that at all times there shall be reserved have sufficient authorized and unissued shares of Common Stock for issuance and delivery upon exercise each of the Series B Warrants Preferred Shares equal to 300% of the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate (without regard to any limitations or restrictions herein on any such conversion) with respect to the Conversion Amount of each such Series B Preferred Share as of the Issuance Date. The Company shall, so long as any of the Series B Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversions of the Series B Preferred Shares, such number of Warrant Shares shares of Common Stock as may be shall from time to time issuable upon exercise in full be necessary to effect the conversion of all of the Series B Warrants, such Preferred Shares then outstanding; provided that at no time shall the Company may validly and legally issue all Warrant number of shares of Common Stock so reserved be less than the number of shares of Common Stock for which the Series B Preferred Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If are at any time prior convertible (without regard to any limitations or restrictions on conversions) (the Expiration Date the “Required Reserve Amount”). The initial number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full Common Stock reserved for conversions of the Series B Warrants, the Company will promptly take such corporate action as may, Preferred Shares and each increase in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as so reserved shall be sufficient for such purposes. The Company agrees that its issuance allocated pro rata among the Holders based on the number of Series B Warrants shall constitute full authority to its officers who are charged with Preferred Shares held by each Holder at the time of issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B WarrantsPreferred Shares or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). Without limiting In the generality event a Holder shall sell or otherwise transfer any of such Holder’s Series B Preferred Shares, each transferee shall be allocated a pro rata portion of the foregoingnumber of reserved shares of Common Stock reserved for such transferor. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Series B Preferred Shares (other than pursuant to a transfer of Series B Preferred Shares in accordance with the immediately preceding sentence) shall be allocated to the remaining Holders of Series B Preferred Shares, pro rata based on the Company will not increase the stated or par value per share, if any, number of the Common Series B Preferred Shares above the Exercise Price in effect immediately prior to then held by such increase in stated or par valueHolders.

Reservation of Shares. The On or before November 30, 2017, the Company hereby agrees that shall have filed a Schedule 14C with the SEC calling for a special meeting of its stockholders to authorize additional shares. Upon such vote, the Company shall take all actions necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum amount of Notes (assuming for purposes hereof, that the Notes are convertible at the Conversion Price and delivery without taking into account any limitations on the conversion of the Notes set forth in therin) and (ii) upon exercise of Series B the Warrants such number of Warrant Shares as may be from time to time issuable upon (without taking into account any limitations on the exercise in full of the Series B Warrants set forth in the Warrants), such that in each case, determined as if issued as of the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessabletrading day immediately preceding the applicable date of determination (the “Required Reserved Amount”). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling an additional special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this covenant, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting any treasury shares as shall be of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient for to meet the Required Reserved Amount. In connection with any such purposes. The Company vote, each Buyer hereby agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per shareit shall, if anyrequested by the Company, vote all shares of the Common Shares above the Exercise Price capital stock held by such Buyer in effect immediately prior to favor of any such increase in stated or par valuethe authorized number of shares.

Reservation of Shares. The So long as any of the Preferred Shares or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination, and delivery upon exercise (y) any such conversion shall not take into account any limitations on the conversion of Series B Warrants such the Preferred Shares set forth in the Certificate of Designations), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Preferred Shares and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Warrants remain outstanding, the Company hereby agrees that at all times there shall be have reserved for issuance from its duly authorized capital stock, and delivery upon exercise of Series B Warrants such shall have instructed its transfer agent to irrevocably reserve, the aggregate number of Warrant Shares as may be from time to time issuable upon exercise in full conversion of all Warrants, and so long as any of the Series B WarrantsConvertible Debentures remain outstanding, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be have reserved from its duly authorizedauthorized capital stock, and when issued shall have instructed its transfer agent to irrevocably reserve, the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such exerciseConvertible Debentures are convertible at the Floor Price (as defined therein) and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein) (collectively, the “Required Reserved Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section be validly issuedreduced other than proportionally in connection with any conversion and/or redemption, fully paid and non-assessableor reverse stock split. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized to be issued is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company will promptly take such all corporate action as 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 to recommending that stockholders vote in favor of an increase its in such authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with meet the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserved Amount.

Reservation of Shares. The So long as any of the Note or Warrant remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be times, after the Company has increased the authorized number of shares of its common stock to 7,500,000 shares, to have authorized, and reserved for issuance the purpose of issuance, no less than 250% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Note then outstanding (assuming for purposes hereof that (A) the Note is convertible at the Conversion Price then in effect, (B) interest on the Note shall accrue through November 8, 2019, and delivery upon exercise will be converted into shares of Series B Warrants Common Stock at an interest conversion price equal to the Conversion Price assuming a Conversion Date as of the applicable date of determination and (C) any such calculation shall not take into account any limitations on the conversion of the Note set forth in the Note), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrant then outstanding (without taking into account for purposes of the Series B Warrantscalculation only any limitations on the exercise of the Warrant set forth therein) (collectively, such the “Required Reserve Amount”); provided that at no time shall the Company may validly number of shares of Common Stock reserved pursuant to this Section 4(m) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable, of the Note and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessableWarrant. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserved Amount.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance and delivery upon exercise the purpose of Series B Warrants such issuance, no less than 100% of the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without taking into account any limitations on the exercise of the Series B Warrants set forth therein, but assuming for purposes hereof that all Additional Warrants issuable hereunder at the Additional Closing shall have been issued on the Initial Closing Date) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(k) be reduced other than proportionally in connection with any exercise and/or redemption, as applicable, of Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Notes remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when issued reserved for the purpose of issuance, no less than the greater of (I) 6 million shares of Common Stock (II) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price as of the applicable time of determination, (y) interest on the Notes shall accrue through the eight month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable time of determination and (z) any such exerciseconversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be validly issuedreduced other than proportionally in connection with any conversion, fully paid and non-assessableexercise and/or redemption, as applicable of Notes. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon the exercise of this Warrant such number of shares of the Common Stock as shall be required for issuance upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such this Warrant. The Company further agrees that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall will be duly authorizedauthorized and will, upon issuance and when issued upon such exercisepayment of the exercise price therefor, shall be validly issued, fully paid and non-assessable. If at any time prior , free from all taxes, liens, charges and encumbrances with respect to the Expiration Date issuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneously with such issuance and other than transfer restrictions imposed by federal and state securities laws. Except and to the number and kind of authorized but unissued shares of extent as waived or consented to in writing by the Company's capital stock shall not be sufficient to permit exercise in full of the Series B WarrantsHolder, the Company shall not by any action, including, without limitation, amending its certificate or 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 promptly take such corporate action as may, at all times in good faith assist in the opinion carrying out of its counsel, all such terms and in the taking of all such actions as may be necessary or appropriate to increase its authorized but unissued shares to such number protect the rights of shares Holder as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrantsset forth in this Warrant. Without limiting the generality of the foregoing, the Company will (a) not increase the stated or par value per share, if any, of the Common any Warrant Shares above the Exercise Price in effect amount payable therefor upon such exercise immediately prior to such increase in stated or par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise 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.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for the purpose of issuance not less than 300% of the sum of (A) the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such time of determination, (y) interest on the Notes shall accrue through the third anniversary of the Applicable Closing Date (as defined in the Notes) and delivery upon exercise will be converted in shares of Series B Warrants Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such time of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (B) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (such amount as determined pursuant to clause (i) or (ii), as applicable, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for the purpose of issuance, no less than the sum of (i) 125% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof, that the Notes are convertible at the Conversion Price (as defined in the Notes) and without regard to any limitations on the conversion of the Notes set forth therein), and (ii) 125% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes then outstanding from the Closing Date through the twelve month anniversary of the Closing Date (determined as if issued on the Trading Day immediately preceding the Closing Date without taking into account any limitations on the issuance of securities set forth in the Notes and delivery upon exercise assuming for such purpose that all Notes have been issued on the Closing Date) and (iii) 125% of Series B Warrants such the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein).(collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Preferred Shares or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than of the sum of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Floor Price, and delivery upon exercise (y) any such conversion shall not take into account any limitations on the conversion of Series B Warrants such the Preferred Shares set forth in the Certificate of Designations), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Preferred Shares and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The From and after the date hereof, the Company hereby agrees that shall at all times there reserve for issuance such number of authorized and unissued shares of Common Stock (or other securities substituted therefor as provided herein above) as shall be sufficient for the Exercise of this Warrant and payment of the Exercise Price, based on the actual number of shares of Common Stock issuable upon Exercise of this Warrant (without regard to the limitations and restrictions described in Sections 14 and 15 herein). If at any time the number of shares of Common Stock authorized and reserved for issuance and delivery upon exercise of Series B Warrants such is below the number of shares sufficient for the Exercise of this Warrant Shares as may be from time (a “Share Authorization Failure”), the Company will promptly take all corporate action necessary to time 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 under this Section 7, in the case of an insufficient number of authorized shares, and using its best efforts to obtain stockholder approval of an increase in such authorized number of shares. The Company also covenants and agrees to indemnify Holder for any economic benefit lost to Hxxxxx in the event of a Share Authorization Failure after Hxxxxx’s delivery of an Exercise Form to the Company in connection with the delay in Holder’s acquisition of the Exercise Shares. The Company also acknowledges and agrees that any delay caused by a Share Authorization Failure will not affect any rights Holder had under a shareholder or similar agreement with the Company prior to delivery of such Exercise Form that relate to Hxxxxx’s ownership interest in the Company. The Company also covenants and agrees that upon the Exercise of this Warrant, all shares of Common Stock issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares Exercise shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at nonassessable and not subject to preemptive rights, rights of first refusal or similar rights of any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposesPerson. The Company covenants and agrees that its issuance all shares of Series B Warrants Common Stock issuable upon Exercise of this Warrant shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoingbe approved for listing on NASDAQ, the Company will not increase the stated or par value per shareor, if any, of that is not the principal trading market for the Common Shares above Stock, such principal market on which the Exercise Price in effect immediately prior to such increase in stated Common Stock is traded or par valuelisted.

Reservation of Shares. The So long as any of the Preferred Shares or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 250% of the maximum number of shares of Common Stock issuable upon conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Conversion Price then in effect, (y) dividends on the Preferred Shares shall accrue through the second anniversary of the Closing Date and delivery upon exercise will be converted in shares of Series B Warrants Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable date of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Preferred Shares and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that at all times there Borrower shall maintain a reserve --------------------- from its duly authorized shares of Common Stock to comply with its conversion obligations under the Notes and its exercise obligations under the Warrants. If on any date the Borrower would be, if notice of exercise or conversion were to be reserved for issuance and delivery upon exercise of Series B Warrants delivered on such date, precluded from issuing the number of Warrant Shares Underlying Shares, as the case may be from time to time be, issuable upon exercise conversion in full of the Series B Warrants, such that Notes or exercise in full under the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior Warrants due to the Expiration Date the unavailability of a sufficient number and kind of authorized but unissued or reserved shares of Common Stock, then the Company's capital stock shall not be sufficient to permit exercise in full Board of Directors of the Series B Warrants, Borrower shall promptly prepare and mail to the Company will promptly take such corporate action as may, in shareholders of the opinion Borrower proxy materials or other applicable materials requesting authorization to amend the Borrower's articles of its counsel, be necessary incorporation or other organizational document to increase its authorized but unissued shares to such the number of shares of Common Stock which the Borrower is authorized to issue so as shall be sufficient to provide enough shares for such purposes. The Company agrees that its issuance of Series B Warrants the Underlying Shares. In connection therewith, the Board of Directors shall constitute full authority (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its officers who are charged with the issuance of Warrant Shares best efforts to issue Common Shares upon the exercise promptly and duly obtain shareholder approval to carry out such resolutions (and hold a special meeting of the Series B Warrants. Without limiting shareholders as soon as practicable, but in any event not later than the generality 60th day after delivery of the foregoing, the Company will not increase the stated proxy or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior other applicable materials relating to such increase in stated meeting) and (c) within five Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Borrower's articles of incorporation or par valueother organizational document to evidence such increase.

Reservation of Shares. The So long as any Buyer owns any Securities, the Company hereby agrees that shall take all action necessary to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessablereserved for the purpose of issuance no less than the Required Reserve Amount. If at any time prior the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company shall take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, (i) calling a special meeting of stockholders to authorize an increase in the amount of shares of Common Stock to be authorized and reserved to meet the Company’s obligations under Section 3(e), (ii) obtaining stockholder approval of such increase in such authorized number of shares, (iii) causing the Board of Directors of the Company to unanimously recommend to the Expiration Date stockholders of the number Company that they approve such resolutions, (iv) using best efforts to cause its officers and kind directors who hold shares of Common Stock to be present at the Stockholder Meeting for quorum purposes (including by proxy) and (v) causing management’s shares of the Company to be voted in favor of such increase in the authorized but unissued shares of the Company's capital stock shall not be , to ensure that the number of authorized shares is sufficient to permit exercise in full of meet the Series B Warrants, the Company will promptly take such corporate action as may, Required Reserve Amount. The Required Reserve Amount and any increase in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as so reserved shall be sufficient for such purposes. The Company agrees that its issuance allocated pro rata among the Buyers, based on the total number of Series B shares of Common Stock issuable pursuant to the terms of the Certificate of Designations and upon exercise of the Warrants shall constitute full authority (without regard to its officers who are charged with any limitations on the issuance of shares pursuant to the terms of the Certificate of Designations or upon exercise of the Warrants) issued to each Buyer on the Closing Date (the “Authorized Share Allocation”). In the event that a Buyer shall sell or otherwise transfer any of its Preferred Shares or Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation with respect to such holder’s Preferred Shares or Warrants being transferred. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares or Warrants shall be allocated to the holders of the remaining Preferred Shares and Warrants, pro rata based on the Conversion Shares issuable pursuant to the terms of the Certificate of Designations and the Warrant Shares issuable upon exercise of the Warrants then held by such holders (without regard to issue Common Shares any limitations on the issuance of shares pursuant to the terms of the Certificate of Designations or upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par value).

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination, (y) interest on the Notes shall accrue through the eighteen month anniversary of the Closing Date and delivery upon exercise will be converted in shares of Series B Warrants Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that shall at all times there shall maintain a reserve of shares of Common Stock sufficient to permit the exercise, in full, of the Option. If on any date Company would be, if a notice of exercise were to be reserved for issuance and delivery upon exercise of Series B Warrants delivered on such date in connection with the Option, precluded from issuing the number of Warrant Shares Option Shares, as may applicable, as would then be from time to time issuable upon the exercise in full of the Series B WarrantsOption (the “Current Required Minimum”), such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior due to the Expiration Date the unavailability of a sufficient number and kind of authorized but unissued or reserved shares of Common Stock, then the board of directors of Company shall promptly prepare and mail to the stockholders of Company proxy materials requesting authorization to amend Company's capital stock shall not be sufficient to permit exercise in full ’s certificate of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary incorporation to increase its the number of shares of Common Stock which Company is authorized but unissued shares to issue to at least such number of shares as reasonably requested by Investor in order to provide for such number of authorized and unissued shares of Common Stock to enable Company to comply with its issuance and reservation of shares obligations as set forth in this Agreement and the Investor Rights Agreement (it being understood that the sum of (a) the number of shares of Common Stock then outstanding plus all shares of Common Stock issuable upon exercise of all outstanding options, warrants and convertible instruments, and (b) the Current Required Minimum, shall be sufficient a reasonable number for these purposes). In connection therewith, the board of directors of Company shall (x) adopt proper resolutions authorizing such purposes. The Company agrees that increase, (y) recommend to and otherwise use its issuance best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of Series B Warrants shall constitute full authority the stockholders no later than the earlier to its officers who are charged occur of the 60th day after delivery of the proxy materials relating to such meeting and the 90th day after request by Investor to issue the number of Option Shares, as applicable, in accordance with the issuance terms hereof) and (z) within five Business Days of Warrant Shares obtaining such stockholder authorization, file an appropriate amendment to issue Common Shares upon the exercise Company’s certificate of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior incorporation to evidence such increase in stated or par valueincrease.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Conversion Price then in effect, and delivery upon exercise (y) any such conversion shall not take into account any limitations on the conversion of Series B Warrants such the Notes set forth in the Notes), and (ii) 150% of the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that shall at all times there have --------------------- authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Debentures and Additional Debentures (including all accrued unpaid interest thereon) and the Warrants and Additional Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price or Exercise Price in effect from time to time) and as otherwise required by the Debentures. The Company shall be not reduce the number of shares of Common Stock reserved for issuance upon conversion of Debentures and delivery Additional Debentures and exercise of the Warrants and Additional Warrants without the consent of each Buyer. The Company shall use its best efforts at all times to maintain the number of shares of Common Stock so reserved for issuance at no less than two (2) times the number that is then actually issuable upon full conversion of the Debentures and Additional Debentures and upon exercise of Series B the Warrants such number of Warrant Shares as may be and Additional Warrants (based on the Conversion Price or the Exercise Price in effect from time to time issuable upon exercise in full of and including all accrued and unpaid interest on the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessableDebentures). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is below the Company's capital stock shall not be sufficient to permit exercise in full number of Conversion Shares and Warrant Shares issued and issuable upon conversion of the Series B WarrantsDebentures and Additional Debentures and exercise of the Warrants and Additional Warrants (based on the Conversion Price or the Exercise Price then in effect and including all accrued and unpaid interest on the Debentures), the Company will promptly take such all corporate action as 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 under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain stockholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The After the Company hereby agrees that has obtained the Stockholder Approval and filed with the Secretary of State of Delaware an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock as contemplated by the Stockholder Approval, which shall be filed no later than the first (1st) Business Day after the Company has obtained the Stockholder Approval, the Company shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than (i) 130% of the maximum number of shares of Common Stock issuable upon conversion of the Aggregate Notes (assuming for purposes hereof, that the Aggregate Notes are convertible at the Conversion Rate (as defined in the Aggregate Notes) and delivery without taking into account any limitations on the conversion of the Aggregate Notes set forth in the Aggregate Notes), (ii) 130% of the maximum number of shares of Common Stock issuable upon conversion of the Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Rate (as defined in the applicable Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the applicable Certificate of Designations), (iii) 130% of the maximum number of shares of Common Stock issuable upon exercise of Series B the Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at (without taking into account any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon limitations on the exercise of the Series B Warrants set forth in the Warrants. Without limiting the generality ) and (iv) 105% of the foregoing, maximum number of shares of Common Stock or other equity of the Company will not increase the stated issuable in connection with all other options, warrants, convertible securities and other instruments that are convertible or par value per share, if any, exercisable into such Common Stock and other equity of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueCompany.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 200% of the sum of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination, (y) interest on the Notes shall accrue through the second anniversary of the Closing Date and delivery upon exercise will be converted in shares of Series B Warrants Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(n) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Preferred Shares or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Conversion Price then in effect, (y) dividends on the Preferred Shares shall accrue through the second anniversary of the Closing Date and delivery upon exercise will be converted in shares of Series B Warrants Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable date of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(j) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Preferred Shares and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full exercise of the Warrants and issuance of the Warrant Shares in connection therewith (based on the Exercise Price (as defined in the Warrants) of the Warrants in effect from time to time). The Company shall be not reduce the number of shares reserved for issuance and delivery upon exercise of Series B the Warrants such without the consent of IFG. The Company shall use its best efforts at all times to maintain the number of Warrant Shares shares of Common Stock so reserved for issuance at no less than 1.2 times the number that is then actually issuable upon full exercise of the Warrants (based on the Exercise Price (as may be defined in the Warrants) of the Warrants in effect from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessabletime). If at any time prior the number of shares of Common Stock authorized and reserved for issuance is below the number of Warrant Shares issued and issuable upon exercise of or otherwise pursuant to the Expiration Date Warrants (based on the number and kind of authorized but unissued shares Exercise Price (as defined in the Warrants) of the Company's capital stock shall not be sufficient Warrants in effect from time to permit exercise in full of the Series B Warrantstime), the Company will promptly take such all corporate action as 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 under this Section 5.7, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for authorized shares, and using its best efforts to obtain stockholder approval of an increase in such purposesauthorized number of shares. The Company agrees that its issuance Prior to the delivery of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoinga Draw Down Notice, the Company will not increase have reserved and the stated or par value per shareCompany shall continue to reserve and keep available at all times thereafter, if anyfree of preemptive rights, a number of shares of Common Stock sufficient for the purpose of enabling the Company to satisfy its obligation to issue Draw Down Shares pursuant to such Draw Down Notice (assuming for such purposes that the Purchase Price applicable to such Draw Down is eighty-five percent (85%) of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueFloor Price).

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than (i) prior to the Stockholder Approval Date, no shares of Common Stock, and delivery (ii) from and after the Stockholder Approval Date, not less than 150% of the sum of (A) the maximum number of shares of Common Stock issuable upon exercise conversion of Series B Warrants all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such time of determination, (y) interest on the Notes shall accrue through the third anniversary of the Applicable Closing Date (as defined in the Notes) and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such time of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (B) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (such amount as determined pursuant to clause (i) or (ii), as applicable, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(j) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such ensure that the number of authorized shares as shall be is sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with meet the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 100% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price), (y) interest on the Notes shall accrue through the twentieth (20th) month anniversary of the Closing Date and delivery upon exercise will be converted in shares of Series B Warrants Common Stock at the initial Conversion Price and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Subject to the Company hereby agrees that conducting a reverse split or increase of authorized shares in order to be able to reserve the Required Reserve Amount, the Company shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 200% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares issued (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and delivery without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of Series B the Warrants such number of Warrant Shares as may be from time to time issuable upon (without taking into account any limitations on the exercise in full of the Series B Warrants set forth in the Warrants), such that in each case, determined as if issued as of the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessabletrading day immediately preceding the applicable date of determination (the “Required Reserved Amount”). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company will promptly take such all corporate action as 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 under Section 3(c), in the opinion case of its counselan insufficient number of authorized shares, be necessary obtain stockholder approval of an increase in such authorized number of shares, and voting any treasury shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount. In connection with any such vote, each Buyer hereby agrees that it shall, if requested by the Company, vote all shares of capital stock held by such Buyer in favor of any such increase its in the authorized but unissued shares number of shares. In addition to such any corporate action taken to authorize additional shares, for so long as the number of shares as shall be of Common Stock authorized and reserved for issuance is not sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with meet the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoingRequired Reserved Amount, the Company will shall pay to any Buyer who submits to the Company a request for conversion of Preferred Shares, which request cannot increase be fulfilled because of insufficient available shares, an amount in cash equal to $500 per day for the stated initial ten (10) days that such Required Reserved Amount is not met, then $1,000 per day in cash, for each day thereafter until such Required Reserved Amount is satisfied. Provided, however, that if the Company has used its best efforts to effect a reverse stock split or par value per share, if any, of combination and has filed applications with FINRA the Common Shares above the Exercise Price 60-day period referred to in effect immediately prior to such increase in stated or par valueExhibit A shall be tolled by an additional 15 days.

Reservation of Shares. (a) The Company hereby agrees that shall have sufficient authorized and unissued shares of Common Stock for each of the Preferred Shares equal to 130% of the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate with respect to the Conversion Amount of each such Preferred Share as of the Initial Issuance Date. The Company shall, so long as any of the Preferred Shares are outstanding, take all times there shall be reserved action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for issuance and delivery upon exercise the purpose of Series B Warrants effecting the conversions of the Preferred Shares, such number of Warrant Shares shares of Common Stock as may be shall from time to time issuable upon exercise in full be necessary to effect the conversion of all of the Series B Warrants, such Preferred Shares then outstanding; provided that at no time shall the Company may validly and legally issue all Warrant number of shares of Common Stock so reserved shall at no time be less than 130% of the number of shares of Common Stock for which the Preferred Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If are at any time prior convertible (without regard to any limitations on conversions); provided that at no time shall the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as of Common Stock so reserved be less than the number of shares required to be reserved by reason of the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Preferred Shares and each increase in the number of shares so reserved shall be sufficient allocated pro rata among the Holders based on the number of Preferred Shares held by each Holder at the time of issuance of the Preferred Shares or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata portion of the number of reserved shares of Common Stock reserved for such purposestransferor. The Company agrees that its issuance Any shares of Series B Warrants shall constitute full authority Common Stock reserved and allocated to its officers who are charged any Person which ceases to hold any Preferred Shares (other than pursuant to a transfer of Preferred Shares in accordance with the issuance immediately preceding sentence) shall be allocated to the remaining Holders of Warrant Preferred Shares, pro rata based on the number of Preferred Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to then held by such increase in stated or par valueHolders.

Reservation of Shares. The Holder and the Company understand that following the Private Placement, the Company will not have sufficient number of authorized shares for issuance if this Warrant is exercised by the Holder. As such, the Company agrees to, within a reasonable time following the Private Placement, seek shareholder approval to increase the number of authorized shares by at least seven million (7,000,000) shares, such that the Holder can exercise this Warrant in its entirety and any other shareholders who return shares to the Company’s treasury and are issued warrants similar to this Warrant are able to exercise such other warrants in its entirety. Upon obtaining shareholder approval, the Company shall immediately file a certificate of amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State to effectuate the increase in the number of shares of Common Stock that are duly authorized (the “Certificate of Amendment”). The Company and Holder agree that the Holder shall have a right of first refusal to exercise the Warrant in its entirety prior to the Company issuing any shares of Common Stock to anyone in any transaction subsequent to the completion of the Private Placement. The Holder’s right to exercise this Warrant shall remain effective for a four-year period following shareholder authorization of the Newly Authorized Shares. The Holder understands and acknowledges that (i) the Company shall not reserve any shares of the Company’s Common Stock for issuance upon exercise of this Warrant unless and until the Certificate of Amendment has been duly filed and is effective, and (ii) the Warrant cannot be exercised unless and until the Certificate of Amendment has been duly filed and is effective. The Company hereby agrees that at all times following effectiveness of the Certificate of Amendment, there shall be reserved for issuance and delivery upon a sufficient number of shares to allow for the exercise of Series B Warrants such number of this Warrant Shares as may be from time to time issuable in full. The Company hereby represents and warrants that upon exercise in full effectiveness of the Series B WarrantsCertificate of Amendment, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall will be duly authorizedauthorized and will, upon issuance and when issued upon such exercisepayment of the exercise price therefor, shall be validly issued, fully paid and non-non assessable. If at any time prior , free from all taxes, liens, charges and encumbrances with respect to the Expiration Date issuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneously with such issuance and other than transfer restrictions imposed by federal and state securities laws. Except and to the number and kind of authorized but unissued shares of extent as waived or consented to by the Company's capital stock shall not be sufficient to permit exercise in full of the Series B WarrantsHolder, the Company shall not by any action, including, without limitation, amending its certificate or 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 promptly take such corporate action as may, at all times in good faith assist in the opinion carrying out of its counsel, all such terms and in the taking of all such actions as may be necessary or appropriate to increase its authorized but unissued shares to such number protect the rights of shares Holder as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrantsset forth in this Warrant. Without limiting the generality of the foregoing, the Company will (a) not increase the stated or par value per share, if any, of the Common any Warrant Shares above the Exercise Price in effect amount payable therefor upon such exercise immediately prior to such increase in stated or par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise 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.

Reservation of Shares. The So long as any of the Notes remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when issued reserved for the purpose of issuance, no less than 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (i) the Notes are convertible at the Alternate Conversion Event of Default Price as of the applicable time of determination, (ii) interest on the Notes shall accrue through the second anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Event of Default Price assuming an Alternate Conversion Date as of the applicable time of determination and (iii) any such exerciseconversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes (collectively, the “Required Reserve Amount”)); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be validly issuedreduced other than proportionally in connection with any conversion, fully paid and non-assessableexercise and/or redemption, as applicable of Notes. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Debentures and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Debentures or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Debentures. The Company shall be not reduce the number of shares of Common Stock reserved for issuance upon conversion of Debentures and delivery exercise of the Warrants without the consent of each Buyer. The Company shall use its best efforts at all times to maintain the number of shares of Common Stock so reserved for issuance at no less than the greater of (a) 9,692,314 or (b) two (2) times the number that is then actually issuable upon full conversion of the Debentures and upon exercise of Series B the Warrants such number (based on the Conversion Price of Warrant Shares as may be the Debentures or the Exercise Price of the Warrants in effect from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessabletime). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is below the Company's capital stock shall not be sufficient to permit exercise in full number of Conversion Shares and Warrant Shares issued and issuable upon conversion of the Series B WarrantsDebentures and exercise of the Warrants (based on the Conversion Price of the Debentures or the Exercise Price of the Warrants then in effect), the Company will promptly take such all corporate action as 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 under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain stockholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The After satisfaction of its obligations --------------------- under 4(d)(i), the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for the purpose of issuance, no less than the number of shares of Common Stock needed to provide for the issuance in full of (A) the Repricing Common Shares, assuming all such Repricing Rights are exercised from and delivery upon after the 211/th/ day after the Closing Date and that the Market Price measured on the applicable Exercise Date is the lesser of (x) 50% of the Market Price measured on the Closing Date and (y) the actual Market Price measured on such Exercise Date, and (B) the Warrant Shares (without regard, in the case of (A) and (B) above, to any limitations on the exercise of Series B Warrants the Repricing Rights or the Warrants). At such time after the date that the Company complies with its obligation under Section 4(d)(i), the Company would be, if a notice of exercise with respect to the Warrant or any Repricing Shares (as the case may be) were to be delivered on such date, precluded from honoring the exercise in full of the Warrant or issuing the full number of Repricing Common Shares as would then be issuable if all Repricing Rights were exercised on such date, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (1) all shares of Common Stock then outstanding, (2) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Repricing Rights and Warrant) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (3) 200% of the number of the number of shares of Common Stock as would then be issuable upon a exercise in full of the then outstanding Repricing Rights in accordance with the terms of this Agreement and (4) such number of Warrant Shares as may would then be from time to time issuable upon the exercise in full of the Series B WarrantsWarrant. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such that increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain shareholder approval to carry out such resolutions (and hold a special meeting of the Company may validly shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized(z) within five (5) Business Days of obtaining such shareholder authorization, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior file an appropriate amendment to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient certificate of incorporation to permit exercise in full of the Series B Warrants, the Company will promptly take evidence such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueincrease.

Reservation of Shares. The Company hereby covenants and agrees that at upon the Exercise of this Warrant in accordance with the terms hereof, all times there shall be reserved for issuance ADSs and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time Restricted ADSs issuable upon exercise in full of the Series B Warrants, such that the Company may validly Exercise and legally issue all Warrant Shares in compliance with this Section. All Warrant underlying Ordinary Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessablenonassessable and not subject to preemptive rights, rights of first refusal or similar rights of any Person (the “Issuance Conditions”). If at The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any time prior to applicable law or regulation, or of any requirements of NASDAQ, or such other principal trading market upon which ADSs may be listed if no longer on NASDAQ. For so long as the Expiration Date the number Warrant is outstanding and kind of authorized but unissued shares of the Company's capital stock shall ’s Board of Directors has not be sufficient to permit exercise in full of the Series B Warrantstaken an action consistent with Section 2(c)(ii), the Company will promptly take such corporate action as mayshall use commercially reasonable best efforts to maintain the Deposit Agreement, and shall not terminate the Deposit Agreement nor allow it to lapse due to the Company’s failure to appoint a successor Depositary upon the resignation of the Deposit in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged accordance with the issuance of Warrant Shares to issue Common Shares upon the exercise provisions of the Series B WarrantsDeposit Agreement. Without limiting Upon the generality termination of the foregoingBank of New York as Depositary or Restricted ADR Depositary, the Company will not increase shall promptly appoint a successor Depositary or Restricted ADR Depositary, as the stated case may be, and all references herein to Depositary or par value per shareRestricted ADR Depositary, if anyas the case may be, shall thereafter refer to such successor Depositary or Restricted ADR Depositary, as the case may be. Without the consent of the Common Shares above Holder, the Exercise Price Company shall not amend the Deposit Agreement in effect immediately prior a manner that adversely affects the rights of the Holder in a materially disproportionate manner to such increase in stated or par valuethe rights of other ADS holders.

Reservation of Shares. The Company hereby agrees that So long as any of the Preferred Shares or Warrants remain outstanding, PubCo shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 150% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Preferred Shares then outstanding (without regard to any limitations on the conversion of the Preferred Shares set forth in the PubCo Certificate of Designations), and delivery upon exercise of Series B Warrants such (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided, that at no time shall the number of shares of Common Stock reserved pursuant to this Section 11(a) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Preferred Shares and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company PubCo will promptly take such all corporate action as 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 PubCo's obligations pursuant to the Exchange Documents, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for authorized shares, obtain stockholder approval of an increase in such purposes. The Company agrees that authorized number of shares, and use its issuance of Series B Warrants shall constitute full authority reasonable best efforts to its officers who are charged with cause the issuance of Warrant Shares to issue Common Shares upon the exercise holders of the Series B Warrants. Without limiting the generality management shares of the foregoing, the Company will not increase the stated or par value per share, if any, PubCo to vote in favor of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuethe authorized shares of PubCo to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount.

Reservation of Shares. The So long as any of the Notes remain outstanding (or, if later, at any time on or prior to the Additional Closing Expiration Date), the Company hereby agrees that shall take all action necessary to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when reserved for the purpose of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price then in effect, (y) all Additional Notes issuable hereunder have been issued upon in full and (z) any such exerciseconversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(m) be validly issuedreduced other than proportionally in connection with any conversion, fully paid and non-assessableexercise and/or redemption, as applicable of Notes. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that shall at all times there shall be have ------------------------ authorized, and reserved for issuance and delivery upon exercise the purpose of Series B Warrants such issuance, a sufficient number of Warrant shares of Common Stock to provide for the full conversion of the outstanding Debentures and issuance of the Conversion Shares as may be in connection therewith (based on the lesser of the Variable Conversion Price in effect from time to time issuable upon and the Fixed Conversion Price (each as defined in the Debentures)) and as otherwise required by the Debentures (including sufficient shares to provide for the full exercise in full of the Series B Warrants, such that Investment Options) and the Company may validly full exercise of the Warrants and legally issue all issuance of the Warrant Shares in compliance with this Sectionconnection therewith (based on the Exercise Price of the Warrants in effect from time to time). All Warrant Shares The Company shall be duly authorized, not reduce the number of shares of Common Stock reserved for issuance upon conversion of or otherwise pursuant to the Debentures (except as a result of any such conversion thereof or exercise of the Investment Options thereunder) and when issued exercise of the Warrants (except as a result of any exercise thereof) without the consent of the Buyer. The Company shall use its best efforts at all times to maintain the number of shares of Common Stock so reserved for issuance at no less than two (2) times the number that is then actually issuable upon such exercise, shall be validly issued, fully paid fall conversion of the Debentures and non-assessableexercise of the Investment Options thereunder (based on the lesser of the Variable Conversion Price in effect from time to time and the Fixed Conversion Price) and the full exercise of the Warrants. If at any time prior the number of shares of Common Stock authorized and reserved for issuance is below the aggregate number of Conversion Shares issued and issuable upon conversion of or otherwise pursuant to the Expiration Date the number and kind of authorized but unissued shares Debentures (based on t1te lesser of the Company's capital stock shall not be sufficient Variable Conversion Price in effect from time to permit time and the Fixed Conversion Price and assuming the full exercise in full of the Series B Investment Options thereunder) and the aggregate number of Warrant Shares issued and issuable upon exercise of the Warrants, the Company will promptly take such all corporate action as 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 under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain shareholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The So long as any of the Preferred Shares or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Alternate Conversion Price (as defined in the Certificate of Designations) then in effect assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of such applicable date of determination and delivery upon exercise (y) any such conversion shall not take into account any limitations on the conversion of the Series B Warrants such C Preferred Stock set forth in the Certificate of Designations), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Preferred Shares and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 150% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) then in effect, and delivery upon exercise (y) any such conversion shall not take into account any limitations on the conversion of Series B Warrants such the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Notes remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when issued reserved for the purpose of issuance, no less than (i) prior to the Stockholder Approval Date, 28 million shares of Common Stock, and (ii) from and after the Stockholder Approval Date, not less than the lesser of (A) 100 million shares of Common Stock and (B) the maximum number of shares of Common Stock issuable upon such exercise, shall be validly conversion of all the Notes then outstanding (assuming for purposes hereof that (w) the Additional Closing occurred and all Notes issuable hereunder have been issued, fully paid (x) the Notes are convertible at the Floor Price as of such applicable date of determination, (y) interest on the Notes shall accrue through the second anniversary of the Applicable Closing Date (as defined in the Notes) and non-assessablewill be converted in shares of Common Stock at a conversion price equal to the Floor Price as of such applicable date of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes) (such amount as determined pursuant to clause (i) or (ii), as applicable, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(n) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that So long as any Buyer owns any Securities and at all times there prior to the earlier of the Authorized Share Stockholder Approval Date and June 30, 2012, the Company shall be take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 49,602,469 shares of Common Stock (as adjusted for any stock split, stock dividend, stock combination, reclassification or other similar transaction after May 11, 2012) for issuance by the Company pursuant to the terms of the Notes then outstanding. So long as any Buyer owns any Securities and delivery from and after the earlier of the Authorized Share Stockholder Approval Date and June 30, 2012, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance of shares of Common Stock pursuant to the terms of the Notes and exercise of the Warrants, no less than the greater of (x) 300,000,000 shares of Common Stock (as adjusted for any stock split, stock dividend, stock combination, reclassification or other similar transaction after May 11, 2012) less the number of shares of Common Stock issued pursuant to the terms of the Notes and the Warrants after the Authorized Share Stockholder Approval Date and (y) 125% of the sum of (i) the maximum number of shares of Common Stock issuable pursuant to the terms of the Notes then outstanding (without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes), and (ii) shares of Common Stock issuable upon exercise of Series B the Warrants such number of Warrant Shares as may be from time to time issuable upon then outstanding (without taking into account any limitations on the exercise in full of the Series B Warrants set forth in the Warrants, such that ) (the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable“Required Reserved Amount”). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company will promptly take such all corporate action as 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 under Section 3(c), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserved Amount.

Reservation of Shares. The So long as any of the A&R Note, Notes, A&R Warrant or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of 200% of (i) the maximum number of Conversion Shares issuable upon conversion of the A&R Note and delivery upon exercise Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Notes) as of Series B Warrants such date of determination, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and will be converted in Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such date of determination, and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time initially issuable upon exercise in full of the Series B A&R Warrant and Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any Preferred Shares remain outstanding or remain issuable hereunder, the Company hereby agrees that shall take all action necessary to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessablereserved for the purpose of issuance no less than the Required Reserve Amount. If at any time prior the number of Ordinary Shares authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company shall take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, (i) calling an extraordinary meeting of shareholders to authorize an increase in the amount of Ordinary Shares to be authorized and reserved to meet the Company's obligations under Section 3(e), (ii) obtaining shareholders' approval of such increase in such authorized number of shares, (iii) using best efforts to cause the Board of Directors of the Company to unanimously recommend to the Expiration Date shareholders of the number Company that they approve such resolutions, (iv) using best efforts to cause its officers and kind directors who hold Ordinary Shares to be present at the shareholder meeting for quorum purposes (including by proxy) and (v) using best efforts to cause management's shares of the Company to be voted in favor of such increase in the authorized but unissued shares of the Company's capital stock shall not be , to ensure that the number of authorized shares is sufficient to permit exercise in full of meet the Series B Warrants, the Company will promptly take such corporate action as may, Required Reserve Amount. The Required Reserve Amount and any increase in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as so reserved shall be sufficient for such purposes. The Company agrees that its issuance allocated pro rata among the Buyers, based on the total number of Series B Warrants shall constitute full authority Ordinary Shares issuable pursuant to its officers who are charged with the terms of the Certificate of Designations (without regard to any limitations on the issuance of Warrant Shares shares pursuant to issue Common Shares upon the exercise terms of the Series B WarrantsCertificate of Designations) issued to each Buyer on each Closing Date (the "Authorized Share Allocation"). Without limiting In the generality event that a Buyer shall sell or otherwise transfer any of its Preferred Shares, each transferee shall be allocated a pro rata portion of such Buyer's Authorized Share Allocation with respect to such Bxxxx's Preferred Shares being transferred. Any Ordinary Shares reserved and allocated to any Person which ceases to hold any Preferred Shares shall be allocated to the holders of the foregoingremaining Preferred Shares, pro rata based on the Company will not increase Conversion Shares issuable pursuant to the stated or par value per share, if any, terms of the Common Shares above Certificate of Designations (without regard to any limitations on the Exercise Price in effect immediately prior issuance of shares pursuant to such increase in stated or par valuethe terms of the Certificate of Designations).

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for the purpose of issuance from and delivery after the Stockholder Approval Date, not less than 150% of the sum of (A) the maximum number of shares of Common Stock issuable upon exercise conversion of Series B Warrants all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such time of determination, (y) interest on the Notes shall accrue through the third anniversary of the Applicable Closing Date (as defined in the Notes) and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such time of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (B) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (such amount as determined pursuant to clause (i) or (ii), as applicable, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(j) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such ensure that the number of authorized shares as shall be is sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with meet the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than (x) if on or prior to the earlier to occur of (A) the Stockholder Meeting Deadline and delivery (B) the Stockholder Approval Date (the “Stockholder Reserve Deadline”), 7,034,564 shares of Common Stock for conversions and/or payments under the Notes or (y) if after the Stockholder Reserve Deadline, 150% of (i) the maximum number of shares of Common Stock issuable upon exercise conversion, including without limitation, Installment Conversions, and Accelerations, of Series B Warrants all of the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Installment Conversion Price (as defined in the Notes) and (y) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Preferred Shares, Preferred Warrants or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) the Preferred Warrants have been exercised in full, (y) the Preferred Shares are convertible at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable date of determination, and delivery (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), (ii) 100% of the maximum number of Additional Preferred Shares initially issuable upon exercise of Series B the Preferred Warrants such and (iii) 200% of the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Preferred Shares and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Preferred Shares or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 200% of the sum of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) then in effect, (y) dividends on the Preferred Shares shall accrue through the three month anniversary of the Closing Date and delivery upon exercise will be converted in shares of Series B Warrants Common Stock at an interest conversion price equal to the Alternate Conversion Price (as defined in the Certificate of Designations) then in effect as of the applicable date of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B WarrantsWarrants set forth therein) (collectively, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable“Required Reserve Amount”). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserved Amount.

Reservation of Shares. The So long as any of the Notes remain outstanding, the Company hereby agrees that shall at all times there shall be keep reserved for issuance and delivery upon exercise of Series B Warrants such pursuant to the Notes, a number of Warrant Shares shares of Common Stock at least equal to the greater of (A) (x) the then outstanding principal amount of the Convertible Notes, divided by (y) the Conversion Price then in effect and (B) two hundred percent (200%) of a fraction, the numerator of which shall be (x) the then outstanding principal amount of the Convertible Notes plus an amount equal to all interest accruable on such outstanding principal amount through May 1, 2023, and the denominator of which shall be (y) the Market Stock Payment Price (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(k) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction or proportionally in connection with any conversion and/or redemption, as may applicable, of the Convertible Notes. The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be from time to time allocated pro rata among the holders of the Notes based on the number of shares of Common Stock issuable upon exercise in full conversion of the Series B WarrantsNotes held by each holder thereof on the date of issuance of the Notes (without regards to any limitations on conversion) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such that holder’s Notes in accordance with the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares provisions of the Notes, each transferee shall be duly authorized, allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and when issued upon such exercise, allocated to any Person which ceases to hold any Notes shall be validly issuedallocated to the remaining holders of Notes, fully paid and non-assessablepro rata based on the number of shares of Common Stock issuable upon conversion of the Notes then held by such holders thereof (without regard to any limitations on conversion). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, prior to effectiveness of the Reverse Split, 1,035,756,126 shares of its Common Stock, and delivery upon exercise effectiveness of Series B Warrants the Reverse Split, no less than 200% of the sum of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any Buyer owns any Preferred Shares or Warrants, the Company hereby agrees that shall take all action necessary to at all times there shall be after the date hereof have authorized, and reserved for issuance the purpose of issuance, no less than the number of shares of Common Stock issuable upon conversion of the Preferred Shares (without taking into account any limitations on the conversion of the Preferred Shares set forth in the COD) and delivery upon exercise of Series B the Warrants such number of Warrant Shares as may be from time to time issuable upon then outstanding (without taking into account any limitations on the exercise in full of the Series B Warrants set forth in the Warrants) (herein, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable“Required Reserve Amount”). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company will promptly take such all corporate action as 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 under Section 3(c), in the opinion case of its counselan insufficient number of authorized shares, be necessary to obtain stockholder approval of an increase its in such authorized but unissued shares to such number of shares (or effecting a reverse stock split of the Common Stock), and voting the management shares of the Company in favor of an increase in the authorized shares (or effecting a reverse stock split of the Common Stock) of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount. As soon as practicable following the Closing Date, the Company shall hold a special meeting of stockholders for the purpose of obtaining Authorized Share Approval and Stockholder Approval (the “Special Meeting”). The Special Meeting shall be sufficient for such purposesheld no later than May 1, 2019. The Company agrees that shall use its issuance reasonable best efforts to obtain Authorized Share Approval and Stockholder Approval of Series B Warrants such items and shall constitute full authority to its officers who are charged with cause the issuance Board of Warrant Shares to issue Common Shares upon the exercise Directors of the Series B WarrantsCompany to recommend to the stockholder that they approve such items. Without limiting If, despite the generality of Company’s reasonable best efforts the foregoingAuthorized Share Approval and Stockholder Approval is not obtained on or prior to the May 1, 2019, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior shall cause an additional stockholder meeting to be held every three months thereafter until such increase in stated or par valueAuthorized Share Approval and Stockholder Approval is obtained.

Reservation of Shares. The Company hereby agrees that shall use its best efforts at all times there shall be to maintain the number of shares of Common Stock so reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise at no less than 6,000,000 shares, provided that, in full of the Series B Warrants, such event that the Company may validly and legally issue all Warrant Shares delivers the Share Limit Waiver (as defined in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind Certificate of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B WarrantsDesignation), the Company will promptly take such corporate all action as may, in the opinion of its counsel, be necessary to increase reserve additional shares of Common Stock in accordance with its authorized but unissued shares to such obligations hereunder, and the Company shall at all times thereafter have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Preferred Shares and the issuance of the Conversion Shares in connection therewith (based on the lesser of the Variable Conversion Price (as shall be sufficient for such purposesdefined in the Certificate of Designation) in effect from time to time and the Fixed Conversion Price (as defined in the Certificate of Designation) in effect from time to time) and as otherwise required by the Certificate of Designation and the full exercise of the Warrants and the issuance of the Warrant Shares (based on the exercise price of the Warrants in effect from time to time). The Company agrees that its shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Series B Warrants shall constitute full authority or otherwise pursuant to its officers who are charged with the issuance of Warrant Preferred Shares to issue Common Shares upon and the exercise of or otherwise pursuant to the Series B WarrantsWarrants without the consent of each Buyer. Without limiting Subject to the generality first sentence of this Section 4(h), if at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued and issuable upon conversion of or otherwise pursuant to the Preferred Shares (based on the lesser of the foregoingVariable Conversion Price in effect from time to time and the Fixed Conversion Price in effect from time to time (each as defined in the Certificate of Designation)) and Warrant Shares issued and issuable upon exercise of or otherwise pursuant to Warrants (based on the exercise price of the Warrants in effect from time to time), the Company will not increase promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the stated or par value per shareCompany's obligations under this Section 4(h), if anyin the case of an insufficient number of authorized shares, and using its best efforts to obtain stockholder approval of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of 200% of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (w) all Additional Notes issuable hereunder shall have been issued at an Additional Closing on the Initial Closing Date, (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Notes) as of such date of determination, (y) interest on the Notes shall accrue through the first anniversary of the Initial Closing Date and delivery upon exercise will be converted in Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of Series B Warrants such date of determination, and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time initially issuable upon exercise in full of the Series B Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein, but assuming for purposes hereof that that all Additional Notes issuable hereunder shall have been issued at an Additional Closing on the Initial Closing Date (and all adjustments to the Warrants upon the occurrence of such Additional Closing shall have occurred in accordance with the terms thereof)) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than (a) as of the date hereof, 400,000,000 shares of Common Stock, and delivery (b) on or after thirty (30) days following the date hereof, the sum of 200% of (i) the maximum number of shares of Common Stock issuable upon exercise conversion of Series B Warrants all the Notes (including the Notes, the February Notes and the April Notes) then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants (including the Warrants, the February Warrants, and the April Warrants) then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that Notwithstanding anything in any agreement of the Issuer to the contrary, at any time any Tranche A Notes, Tranche B Notes, Tranche C Notes or Tranche D Notes remain outstanding (and any New Notes, Additional Notes and/or New Exchange Notes then outstanding or then issuable in connection with a transaction in which such determination is being made) (collectively, the “Applicable Notes”), the Issuer shall use reasonable best efforts to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when issued reserved for the purpose of issuance, no less than 100% of the maximum number of shares of Common Stock issuable upon conversion of all the Applicable Notes then outstanding and any New Notes, Additional Notes and/or New Exchange Notes then issuable in connection with a transaction in which such exercisedetermination is being made (assuming for purposes hereof that any conversion of any Applicable Note shall not take into account any limitations on the conversion of such Applicable Note set forth in such Applicable Note), (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(k) be validly issuedreduced other than proportionally in connection with any conversion, fully paid and non-assessableexchange and/or redemption, as applicable of such Applicable Note. If at any time prior to the Expiration Date the number of shares of Common Stock authorized and kind reserved for issuance is not sufficient to meet the Required Reserve Amount, the Issuer will use reasonable best efforts to promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Issuer’s obligations pursuant to this Agreement, in the case of an insufficient number of authorized but unissued shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company's capital stock shall not be Issuer in favor of an increase in the authorized shares of the Issuer to ensure that the number of authorized shares is sufficient to permit exercise in full of meet the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. (1) The Company hereby agrees that at all times there conversion and exercise rights of the holders set forth herein and in the Note Indenture shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be limited, solely to the extent required, from time to time issuable upon exercise in full of the Series B Warrantstime, such that in no instance shall the Company may validly and legally issue all Warrant maximum number of Common Shares which the holders (singularly, together with any persons who in compliance the determination of such holders, together with this Section. All Warrant Shares shall be duly authorizedsuch holders, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares constitute a group determined in accordance with Rule 13d-5 of the Company's capital stock shall not be sufficient to permit exercise Exchange Act) may receive in full respect of any conversion of the Series B WarrantsConvertible Notes, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the or exercise of the Series B Warrants. Without limiting , exceed, at any one time, an amount equal to the generality remainder of (i) 4.99% of the foregoingthen issued and outstanding Common Shares following such conversion or exercise minus (ii) the number of Common Shares then owned by the holders (but exclusive of any Common Shares deemed beneficially owned due to ownership of the Warrants) (the foregoing being herein referred to as the "Limitation on Exercise"); provided, however, that if ten business days have elapsed since the occurrence of an event under subsection 6.3 hereof and Crystallex shall not have cured such event, the Company will not increase provisions of this subsection 6.2(1) shall be null and void from and after the stated or par value per sharedate of such event. Crystallex shall, if anypromptly upon its receipt of a notice of exercise tendered by a holder, and upon its receipt of a notice of conversion under the terms of the Notes, notify such holder by facsimile of the number of Common Shares above outstanding on such date and the Exercise Price in effect immediately prior number of Common Shares which would be issuable to such increase holder if the exercise requested in stated such notice of exercise or par valueconversion notice or exercise requested in such exercise notice were effected in full, whereupon, notwithstanding anything to the contrary set forth in this Indenture and/or a Warrant certificate, such holder may within one trading day of its receipt by Crystallex notice required by this section by facsimile revoke such conversion or exercise to the extent (in whole or in part) that it determines that such conversion or exercise would result in such holder owning Common Shares in excess of the Limitation on Exercise.

Reservation of Shares. The As of the Closing, the Company hereby agrees that shall have reserved from its duly authorized capital stock not less than 63,051,933 shares of Common Stock for issuance upon conversion of the New Notes, the New Warrant Shares initially issuable upon exercise of the New Warrants and shares of Common Stock upon conversion of the Existing FSV Convertible Notes, as replaced by new notes pursuant to terms of the SPA. From and after Shareholder Approval and the filing of an amendment to the Company’s certificate of incorporation to reflect the Authorized Share Increase, so long as any of the New Notes or New Warrants remain outstanding, the Company shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than (i) 100% of the maximum number of shares of Common Stock issuable upon conversion of all the New Notes then outstanding (assuming for purposes hereof that any such conversion shall not take into account any limitations on the conversion of the New Notes set forth in the New Notes), and delivery (ii) the maximum number of New Warrant Shares issuable upon exercise of Series B all the New Warrants such then outstanding (without regard to any limitations on the exercise of the New Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of Warrant Shares shares of Common Stock reserved pursuant to this Section 22 be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as may be from time to time issuable upon exercise in full applicable of the Series B New Notes and New Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date after May 1, 2023, the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will use reasonable best efforts to promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The On or prior to the Closing Date the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 500% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares issued (assuming for purposes hereof, a Conversion Price of $0.20 and delivery without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of Series B the Warrants such number (assuming for purposes hereof, an Exercise Price of Warrant Shares as may be from time to time issuable upon 0.20 and without taking into account any limitations on the exercise in full of the Series B Warrants set forth in the Warrants), such that in each case, determined as if issued as of the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessableTrading Day immediately preceding the applicable date of determination (the “Required Reserved Amount”). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company will promptly take such all corporate action as 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 under Section 3(c), in the opinion case of its counselan insufficient number of authorized shares, be necessary obtain stockholder approval of an increase in such authorized number of shares, and voting any treasury shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount. In connection with any such vote, each Purchaser hereby agrees that it shall, if requested by the Company, vote all shares of capital stock held by such Purchaser in favor of any such increase its in the authorized but unissued shares number of shares. Following the filing of the amendment to the Certificate of Incorporation authorizing a sufficient number of shares, in addition to any corporate action taken to authorize such additional shares, for so long as the number of shares as of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company shall pay to any Purchaser who submits to the Company a request for conversion of Preferred Shares, which request cannot be sufficient fulfilled because of insufficient available shares, an amount in cash equal to $500 per day for the initial ten (10) days that such purposesRequired Reserved Amount is not met, then $1,000 per day in cash, for each day thereafter until such Required Reserved Amount is satisfied. The As of the Execution Date, the Company agrees that its has reserved for issuance 125,000,000 shares of Series B Warrants shall constitute full authority to its officers who are charged Common Stock in connection with the issuance conversion of Warrant Shares to issue the Company’s Series A Preferred Stock and 62,500,000 shares of Common Shares upon Stock in connection with the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par value.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 150% of (i) the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) then in effect, and delivery upon exercise (y) any such conversion shall not take into account any limitations on the conversion of Series B Warrants such the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Notwithstanding anything to the contrary herein, the Company hereby shall not be required to reserve any shares of Common Stock from its duly authorized shares of Common Stock for issuance in connection with the transactions contemplated hereby; provided, however, that from and after September 1, 2018, and for so long as any Securities are owned beneficially and/or of record by any Purchaser or any transferee thereof, the Company covenants and agrees that it will at all times there shall be reserved for issuance reserve and delivery keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to (the “Required Reserve Amount”) (i) (a) 400% multiplied by (b) the Required Minimum (as defined below) plus (ii) the quotient of (A) the sum of all shares of Common Stock issuable upon exercise of Series B all Warrants such number and/or other warrants owed by the Purchasers or any transferee thereof, divided by (B) the Exercise Price (as defined in the Warrants) then applicable, for the sole purpose of Warrant Shares as may be from time to time issuable issuance upon exercise in full conversion of the Series B Notes, payment of interest on the Notes and exercise of the Warrants, such free from preemptive rights or any other actual contingent purchase rights of Persons other than the applicable Purchaser (and any other holders of any Notes and/or Warrants transferred from a Purchaser). The Company covenants that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessablenonassessable, and, at such times as a registration statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such registration statement. If at any time prior For purposes of this Agreement, the “Required Minimum” shall mean the quotient obtained by dividing the sum of (A) (i) all outstanding Indebtedness represented by the Notes, (ii) all interest thereon (whether accrued or not), and (iii) and/or other amounts owed under the Transaction Documents, including Liabilities to the Expiration Date Purchasers from the number Company (including but not limited to Late Fees, and kind liquidated damages), by (B) the lower of authorized but unissued shares (i) the Conversion Price (as defined in the Notes) then applicable or (ii) the Alternate Conversion Price, as the case may be. The Company shall be required to calculate the Required Minimum on the first Trading Day of each month that any Securities are outstanding and provide such calculation to each Purchaser and the Company's capital stock shall not be sufficient to permit exercise in full Transfer Agent promptly. For purposes of calculating the Series B WarrantsRequired Minimum, the Company shall assume that all outstanding principal of all Notes will promptly take such corporate action remain outstanding until the applicable Maturity Date as may, defined in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueNotes.

Reservation of Shares. The Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, (A) no less than 130% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares issued and delivery issuable pursuant to the Series C-1 Warrants (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of Series B the Initial Warrants such (without taking into account any limitations on the exercise of the Initial Warrants set forth in the Initial Warrants), and (B) not less than the maximum number of Series C-1 Warrant Shares as may be from time to time issuable upon exercise in full of the Series B C-1 Warrants, such that in each case, determined as if issued as of the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessabletrading day immediately preceding the applicable date of determination (the “Required Reserved Amount”). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company will promptly take such all corporate action as 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 under Section 3(c), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the any treasury shares as shall be of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient for to meet the Required Reserved Amount. In connection with any such purposes. The Company vote, each Buyer hereby agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per shareit shall, if anyrequested by the Company, vote all shares of the Common Shares above the Exercise Price capital stock held by such Buyer in effect immediately prior to favor of any such increase in stated or par valuethe authorized number of shares.

Reservation of Shares. The So long as any of the Notes remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when issued reserved for the purpose of issuance, no less than (I) if prior to the Reserve Increase Deadline, 275 million shares of Common Stock for conversion of the Notes or (II) if on or after the Reserve Increase Deadline the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Floor Price then in effect, and (y) any such exerciseconversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(n) be validly issuedreduced other than proportionally in connection with any conversion, fully paid and non-assessableexercise and/or redemption, as applicable of Notes. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par value.Required Reserve Amount. (o)

Reservation of Shares. The Company hereby agrees that at At all times there shall be reserved during which the Note is convertible or any Warrant is exercisable for issuance shares of Common Stock, Company will reserve from its authorized and delivery upon exercise unissued Common Stock to provide for all issuances of Series B Warrants such Common Stock under the Note and Warrant at least (i) five (5) times the number of shares of Common Stock obtained by dividing the Outstanding Balance (as defined in the Note) by the Installment Conversion Price (as defined in the Note), plus (ii) five (5) times the number of Warrant Shares (as may determined pursuant to the Warrants) deliverable upon full exercise of the Warrants (the “Share Reserve”), but in any event not less than 70,000,000 shares of Common Stock shall be reserved at all times for such purpose (the “Transfer Agent Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Transfer Agent Reserve in increments of 10,000,000 shares as and when requested by Investor in writing from time to time, provided that such incremental increases do not cause the Transfer Agent Reserve to exceed the Share Reserve. In furtherance thereof, from and after the date hereof and until such time issuable upon exercise that the Note has been paid in full and the Warrants exercised in full, Company shall require the Transfer Agent to reserve for the purpose of issuance of Conversion Shares under the Series B Note and Warrant Shares under the Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such a number of shares as of Common Stock equal to the Transfer Agent Reserve. Company shall be sufficient further require the Transfer Agent to hold such shares of Common Stock exclusively for the benefit of Investor and to issue such purposesshares to Investor promptly upon Investor’s delivery of a conversion notice under the Note or a notice of exercise under any Warrant. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note and the Warrants to Investor out of its authorized and unissued shares, and not the Transfer Agent Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Transfer Agent Reserve. The Company agrees that its issuance of Series B Warrants Transfer Agent shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to only issue Common Shares upon the exercise shares out of the Series B Warrants. Without limiting Transfer Agent Reserve to the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueextent there are no other authorized shares available for issuance and then only with Investor’s written consent.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Floor Price), (y) interest on the Notes shall accrue through the twentieth (20th) month anniversary of the Closing Date and delivery upon exercise will be converted in shares of Series B Warrants Common Stock at the initial Conversion Price and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) 200% of the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 250% of the maximum number of Ordinary Shares issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (w) all Additional Notes issuable hereunder shall have been issued at an Additional Closing on the Initial Closing Date, (x) the Notes are convertible at the Alternate Conversion Price as of such applicable date of determination, (y) interest on the Notes shall accrue through the fifty-four (54) month anniversary of the Initial Closing Date and delivery upon exercise will be converted in Ordinary Shares at a conversion price equal to the Alternate Conversion Price as of Series B Warrants such applicable date of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein but assuming that all Additional Notes issuable hereunder shall have been issued at an Additional Closing on the Initial Closing Date (and all adjustments to the Warrants upon the occurrence of such Additional Closing shall have occurred in accordance with the terms thereof)) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of Ordinary Shares reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants. In addition, such that at all times any Notes or Warrants remain outstanding, the Company may validly shall maintain a reserve of Ordinary Shares that are treasury shares at the Transfer Agent for issuances pursuant to the Notes and legally issue all Warrant Warrants in an aggregate amount equal to the lesser of (x) the Required Reserve Amount as of such date of determination and (y) 8 million Ordinary Shares in compliance with this Section. All Warrant Shares shall be duly authorized(as adjusted for share splits, share dividends, recapitalizations and when issued upon such exercise, shall be validly issued, fully paid and non-assessablesimilar events). If at any time prior to the Expiration Date the number of Ordinary Shares authorized and kind of authorized but unissued shares of the Company's capital stock shall reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Debentures and issuance of the Conversion Shares in connection therewith (based on the Conversion Price of the Debentures in effect from time to time) and the full exercise of the Warrants and the issuance of the Warrant Shares in connection therewith (based upon the Exercise Price of the Warrants in effect from time to time), initially, 1,600,000 shares. The Company shall be not reduce the number of shares of Common Stock reserved for issuance and delivery upon conversion of the Debentures or exercise of Series B the Warrants such without the consent of each Buyer, which consent will not be unreasonably withheld except pursuant to redemptions as provided in the Debentures. The Company shall use its best efforts at all times to maintain the number of Warrant Shares as may be shares of Common Stock so reserved for issuance at no less than one hundred fifty percent (150%) of the number that is then actually issuable upon full conversion of the Debentures (based on the Conversion Price of the Debentures in effect from time to time issuable upon time) and the full exercise in full of the Series B Warrants, such that Warrants (based on the Company may validly and legally issue all Warrant Shares Exercise Price of the Warrants in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessableeffect from time to time). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is below the Company's capital stock shall not be sufficient to permit number of Conversion Shares and Warrant Shares issued and issuable upon conversion or exercise in full of the Series B WarrantsDebentures and the Warrants (based on the Conversion Price and Exercise Price then in effect), the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain shareholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Preferred Shares and the Preferred Shares then issuable hereunder and issuance of the Conversion Shares in connection therewith and the full exercise of the Warrants then outstanding and then issuable hereunder and the issuance of the Warrant Shares in connection therewith (based on the Conversion Price of the Preferred Shares and the exercise price of the Warrants in effect from time to time). The Company shall be use its best efforts to ensure that at the end of each fiscal quarter commencing with the fiscal quarter in which this Agreement is executed, the number of shares of Common Stock so reserved for issuance and delivery shall be no less than two (2) times the number that is actually issuable upon full conversion of the Preferred Shares then outstanding plus one (1) times the number that is actually issuable upon full exercise of Series B the Warrants then outstanding (based on the Conversion Price of the Preferred Shares and the exercise price of the Warrants in effect on the last Trading Day of such fiscal quarter); provided, however, that, so long as the Preferred Shares or Warrants are outstanding, the Company shall not (except in relation to a reduction in the number of shares of Common Stock required to be reserved as a result of the conversion or exercise of Preferred Stock or Warrants, respectively) (x) effectuate any reduction in the number of shares of Common Stock so reserved for issuance below such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with would have been required to reserve for issuance pursuant to this Section. All Warrant Shares shall be duly authorized, and when issued upon sentence based on the lowest daily Closing Bid Price of the Common Stock during the ten (10) Trading Day Period ending on the last Trading Day immediately preceding the effective date of such exercise, shall be validly issued, fully paid and non-assessable. If at reduction or (y) remove from reserved status any time prior to of the Expiration Date the number and kind of authorized but unissued 6,000,000 shares of the Company's capital stock shall not be sufficient to permit exercise in full Common Stock initially reserved for issuance upon conversion of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute Preferred Shares and full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par value.

Reservation of Shares. Preservation of rights of Holder. The Company Issuer hereby agrees that at all times there shall be reserved for issuance and and/or delivery upon exercise of Series B Warrants this Warrant, such number of Warrant Shares as shall be required for issuance or delivery upon full exercise of this Warrant. The Warrant surrendered upon exercise shall be canceled by the Issuer. After the Expiration Date no shares of Common Stock shall be subject to reservation in respect of this Warrant. The Issuer further agrees (i) that it will not, by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observation or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Issuer, (ii) promptly to take all action as may be from time to time issuable be required in order to permit the Holder to exercise this Warrant and the Issuer duly and effectively to issue shares of its Common Stock or other securities as provided herein upon the exercise in full hereof, and (iii) promptly to take all action required or provided herein to protect the rights of the Series B WarrantsHolder granted hereunder against dilution. Without limiting the generality of the foregoing, such that should the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind consist in whole or in part of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full having a par value, the Issuer agrees that before taking any action which would cause an adjustment of the Series B WarrantsFixed Exercise Price so that the same would be less than the then par value of such Warrant Shares, the Company will promptly Issuer shall take such any corporate action as which may, in the opinion of its counsel, be necessary to increase its authorized but unissued in order that the Issuer may validly and legally issue fully paid and nonassessable shares to of such number of shares Common Stock at the Fixed Exercise Price as shall be sufficient for such purposesso adjusted. The Company Issuer further agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company it will not increase the stated or establish a par value per share, if any, of for its Common Stock while this Warrant is outstanding in an amount greater than the Common Shares above the Fixed Exercise Price in effect immediately prior to such increase in stated or par valuePrice.

Reservation of Shares. The From and after the date hereof, the Company hereby agrees that shall at all times there reserve for issuance such number of authorized and unissued shares of Common Stock (or other securities substituted therefor as provided herein above) as shall be sufficient for the Exercise of this Warrant and payment of the Exercise Price, based on the actual number of shares of Common Stock issuable upon Exercise of this Warrant (without regard to the limitations and restrictions described in Sections 14 and 15 herein). If at any time the number of shares of Common Stock authorized and reserved for issuance and delivery upon exercise of Series B Warrants such is below the number of shares sufficient for the Exercise of this Warrant Shares as may be from time (a “Share Authorization Failure”), the Company will promptly take all corporate action necessary to time 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 under this Section 7, in the case of an insufficient number of authorized shares, and using its best efforts to obtain stockholder approval of an increase in such authorized number of shares. The Company also covenants and agrees to indemnify Holder for any economic benefit lost to Xxxxxx in the event of a Share Authorization Failure after Xxxxxx’s delivery of an Exercise Form to the Company in connection with the delay in Holder’s acquisition of the Exercise Shares. The Company also acknowledges and agrees that any delay caused by a Share Authorization Failure will not affect any rights Holder had under a shareholder or similar agreement with the Company prior to delivery of such Exercise Form that relate to Xxxxxx’s ownership interest in the Company. The Company also covenants and agrees that upon the Exercise of this Warrant, all shares of Common Stock issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares Exercise shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at nonassessable and not subject to preemptive rights, rights of first refusal or similar rights of any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposesPerson. The Company covenants and agrees that its issuance all shares of Series B Warrants Common Stock issuable upon Exercise of this Warrant shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoingbe approved for listing on NASDAQ, the Company will not increase the stated or par value per shareor, if any, of that is not the principal trading market for the Common Shares above Stock, such principal market on which the Exercise Price in effect immediately prior to such increase in stated Common Stock is traded or par valuelisted.

Reservation of Shares. The During the Exercise Period, the Company hereby agrees that shall at all times there shall be have authorized and reserved for the purpose of issuance upon exercise of this Warrant, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of this Warrant at the then current Exercise Price. As of the date of issuance of the Warrants, 1,371,952 authorized and unissued shares of Common Stock have been duly reserved for issuance and delivery upon exercise of Series B the Warrants such number of Warrant Shares as may (the "RESERVED AMOUNT"). The Reserved Amount shall be increased from time to time issuable upon exercise in full accordance with the Company's obligations pursuant to Section 4(h) of the Series B WarrantsSecurities Purchase Agreement. In addition, such that if the Company may validly and legally shall issue all Warrant Shares any securities or make any change in compliance with this Section. All Warrant Shares its capital structure which would change the number of shares of Common Stock into which the Warrants shall be duly authorizedexercisable at the then current Exercise Price, and when issued upon such exercise, the Company shall at the same time also make proper provision so that thereafter there shall be validly issueda sufficient number of shares of Common Stock authorized and reserved, fully paid and non-assessablefree from preemptive rights, for exercise of the outstanding Warrants. If at any time prior to a holder of this Warrant submits an Exercise Agreement, and the Expiration Date the number and kind of Company does not have sufficient authorized but unissued shares of the Company's capital stock shall not be sufficient Common Stock available to permit effect such exercise in full accordance with the provisions of the Series B Warrantsthis Warrant (an "EXERCISE DEFAULT"), the Company will promptly take shall issue to the holder all of the shares of Common Stock which are available to effect such corporate action as may, exercise. The portion of this Warrant included in the opinion Exercise Agreement which exceeds the amount which is then exercisable into available shares of its counselCommon Stock (the "EXCESS AMOUNT") shall, notwithstanding anything to the contrary contained herein, not be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged exercisable into Common Stock in accordance with the issuance terms hereof until (and at the holder's option at any time after) the date additional shares of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, Stock are authorized by the Company will not increase the stated or par value per shareto permit such exercise, if any, of the Common Shares above at which time the Exercise Price in respect thereof shall be the lesser of (i) the Exercise Price on the Exercise Default Date (as defined below) and (ii) the Exercise Price on the exercise date elected by the holder in respect thereof. The Company shall use its best efforts to effect immediately prior to such an increase in stated the authorized number of shares of Common Stock as soon as possible following the earlier of (i) such time that a holder of Warrants notifies the Company or par value.that the Company otherwise becomes aware that there are or likely will be insufficient authorized and unissued shares to allow full exercise thereof and (ii) an Exercise Default. In addition, the Company shall pay to the holder payments

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination, and delivery upon exercise (y) any such conversion shall not take into account any limitations on the conversion of Series B Warrants such the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The On and after the Closing Date, the Company hereby agrees that shall at all times there shall be have authorized, and reserved for the purpose of issuance and delivery upon exercise (including being free of Series B Warrants such any preemptive rights), a sufficient number of Warrant Shares as may be shares of Common Stock to provide for the full conversion of the Debentures (based on the lesser of the Market Price in effect from time to time issuable upon exercise and the Fixed Price in full effect from time to time (each as defined in the Debenture)) and issuance of the Series B Conversion Shares in connection therewith and the full exercise of the Warrants (based on the Exercise Price (as defined in the Warrants, such that ) of the Company may validly Warrants in effect from time to time) and legally issue all the issuance of the Warrant Shares in compliance with this Sectionconnection therewith. All Warrant Shares The Company shall be duly authorized, not reduce the number of shares reserved for issuance upon conversion or exercise of or otherwise pursuant to the Debentures and when issued the Warrants without the consent of the Buyer. The Company shall use its best efforts at all times to maintain the number of shares of Common Stock so reserved for issuance at no less than two (2) times the number that is then actually issuable upon such exercise, shall be validly issued, fully paid conversion of the Debentures and non-assessableexercise of the Warrants. If at any time prior the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares and Warrant Shares to be issued upon conversion of or otherwise pursuant to the Expiration Date the number Debentures and kind exercise of authorized but unissued shares of the Company's capital stock shall not be sufficient or otherwise pursuant to permit exercise in full of the Series B Debentures and Warrants, the Company will promptly take such all corporate action as 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 under this Section 4.7, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain stockholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. (1) The Company hereby agrees that at all times there conversion and exercise rights of the holders set forth herein and in the Note Indenture shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be limited, solely to the extent required, from time to time issuable upon exercise in full of the Series B Warrantstime, such that in no instance shall the Company may validly and legally issue all Warrant maximum number of Common Shares which the holders (singularly, together with any persons who in compliance the determination of such holders, together with this Section. All Warrant Shares shall be duly authorizedsuch holders, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares constitute a group determined in accordance with Rule 13d-5 of the Company's capital stock shall not be sufficient to permit exercise Exchange Act) may receive in full respect of any conversion of the Series B WarrantsConvertible Notes, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the or exercise of the Series B Warrants. Without limiting , exceed, at any one time, an amount equal to the generality remainder of (i) 4.99% of the foregoingthen issued and outstanding Common Shares following such conversion or exercise minus (ii) the number of Common Shares then owned by the holders (but exclusive of any Common Shares deemed beneficially owned due to ownership of the Warrants) (the foregoing being herein referred to as the "LIMITATION ON EXERCISE"); provided, however, that if ten business days have elapsed since the occurrence of an event under subsection 6.3 hereof and Crystallex shall not have cured such event, the Company will not increase provisions of this paragraph 6.2(1) shall be null and void from and after the stated or par value per sharedate of such event. Crystallex shall, if anypromptly upon its receipt of a notice of exercise tendered by a holder, and upon its receipt of a notice of conversion under the terms of the Convertible Notes, notify such holder by facsimile of the number of Common Shares above outstanding on such date and the Exercise Price in effect immediately prior number of Common Shares which would be issuable to such increase holder if the exercise requested in stated such notice of exercise or par valueconversion notice or exercise requested in such exercise notice were effected in full, whereupon, notwithstanding anything to the contrary set forth in this Indenture and/or a Warrant certificate, such holder may within one trading day of its receipt from Crystallex of notice required by this section by facsimile revoke such conversion or exercise to the extent (in whole or in part) that it determines that such conversion or exercise would result in such holder owning Common Shares in excess of the Limitation on Exercise.

Reservation of Shares. The So long as any of the Preferred Shares, Preferred Warrants or Common Warrants remain outstanding, the Company hereby agrees that shall take all action necessary (which shall include the Stockholder Meeting) to at all times there shall be have authorized, and reserved for issuance and delivery the purpose of issuance, no less than at least (A) 200% of the maximum number of Conversion Shares issuable upon conversion of all the Preferred Shares then outstanding or issuable upon exercise of Series B the Preferred Warrants (assuming for purposes hereof that (w) the Preferred Warrants have been exercised in full, (x) the Preferred Shares are convertible at the Alternate Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), (B) 100% of the maximum number of Warrant Preferred Shares as may be from time to time initially issuable upon exercise in full of the Series B WarrantsPreferred Warrants (without taking into account any limitations on the exercise of the Preferred Warrants set forth therein) and (C) 200% of the maximum number of Warrant Common Shares issuable upon exercise of all the Common Warrants then outstanding (without regard to any limitations on the exercise of the Common Warrants set forth therein) (as applicable, such the “Required Reserve Amount”); provided that at no time shall the Company may validly and legally issue all Warrant Shares number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in compliance connection with this Section. All Warrant Shares shall be duly authorized, and when issued upon such any conversion or exercise, shall be validly issued, fully paid as applicable of Preferred Shares and non-assessableCommon Warrants. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount (each, an “Authorized Share Failure”), the Company will promptly take such all corporate action as 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 to obtain stockholder approval of an increase its in such authorized but unissued shares to such number of shares as shall be to ensure that the number of authorized shares is sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with meet the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Notes remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when issued reserved for the purpose of issuance, no less than the Required Reserve Amount (as defined in the Notes); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(n) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes. Notwithstanding anything herein to the contrary, the reserve established pursuant to this Section 4(n) may be released upon such exerciseeither (i) mutual written consent of the Company and the Buyer, shall be validly issuedor (ii), fully paid in the event that no Notes are then outstanding and non-assessablethe Additional Optional Closing Expiration Date has expired, upon ten (10) Business Days’ notice to the Buyer. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 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 increase its ensure that the number of authorized but unissued shares is sufficient to such meet the Required Reserve Amount. Further, in the event that the number of shares as shall be of Common Stock authorized and reserved for issuance is not sufficient for to meet the Required Reserve Amount, the Buyer may provide notice to the Company of such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoingevent, and the Company will not within one (1) Business Day of receipt of such notice provide instruction to the Transfer Agent to increase the stated or par value per share, if any, number of shares of Common Stock reserved for issuance to meet the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Subject to the Company hereby agrees that conducting a reverse split or increase of authorized shares in order to be able to reserve the Required Reserve Amount, the Company shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 200% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares issued (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and delivery without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of Series B the Warrants such number of Warrant Shares as may be from time to time issuable upon (without taking into account any limitations on the exercise in full of the Series B Warrants set forth in the Warrants), such that in each case, determined as if issued as of the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessabletrading day immediately preceding the applicable date of determination (the “Required Reserved Amount”). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserved Amount, the Company will promptly take such all corporate action as 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 under Section 3(c), in the opinion case of its counselan insufficient number of authorized shares, be necessary obtain stockholder approval of an increase in such authorized number of shares, and voting any treasury shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount. In connection with any such vote, each Buyer hereby agrees that it shall, if requested by the Company, vote all shares of capital stock held by such Buyer in favor of any such increase its in the authorized but unissued shares number of shares. In addition to such any corporate action taken to authorize additional shares, for so long as the number of shares as shall be of Common Stock authorized and reserved for issuance is not sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with meet the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoingRequired Reserved Amount, the Company will shall pay to any Buyer who submits to the Company a request for conversion of Preferred Shares, which request cannot increase be fulfilled because of insufficient available shares, an amount in cash equal to $500 per day for the stated initial ten (10) days that such Required Reserved Amount is not met, then $1,000 per day in cash, for each day thereafter until such Required Reserved Amount is satisfied. Provided, however, that if the Company has used its best efforts to effect a reverse stock split or par value per share, if any, of combination and has filed applications with FINRA the Common Shares above the Exercise Price 60-day period in effect immediately prior to such increase in stated or par valuethis Section 4(k) shall be tolled by an additional 15 days.

Reservation of Shares. The So long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date as of such applicable date of determination, (y) interest on the Notes shall accrue through the thirty-six month anniversary of the Closing Date and delivery upon exercise will be converted in shares of Series B Warrants Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes) and (ii) 100% of the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B WarrantsWarrants set forth therein) (collectively, such the “Required Reserve Amount”); provided that at no time shall the Company may validly and legally issue all Warrant Shares number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in compliance connection with this Section. All Warrant Shares shall be duly authorizedany conversion, and when issued upon such exerciseexercise and/or redemption, shall be validly issued, fully paid and non-assessableas applicable of Notes. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. On the date hereof, the Company shall reserve for issuance to the Buyers 20,500,000 shares for issuance upon conversions of the Convertible Dentures and issuance upon exercise of the Warrants (the “Initial Share Reserve”). The Company hereby agrees represents that it has sufficient authorized and unissued shares of Common Stock available to create the Share Reserve after considering all other commitments that may require the issuance of Common Stock. If the Company obtains Stockholder Approval, the Company shall promptly increase the Initial Share Reserve by 10,000,000 shares to a total reserve of 30,500,000 shares for issuance upon conversions of the Convertible Debentures and upon exercise of the Warrants (collectively, the “Share Reserve”) The Company shall take all action reasonably necessary to at all times there shall be have authorized, and reserved for issuance and delivery upon exercise the purpose of Series B Warrants issuance, such number of Warrant Shares shares of Common Stock as may shall be from time necessary to time issuable upon exercise in effect the full conversion of the Series B Convertible Debentures and the full exercise of the Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior the Share Reserve is insufficient to effect the Expiration Date the number and kind of authorized but unissued shares full conversion of the Company's capital stock shall not be sufficient to permit Convertible Debentures or the full exercise in full of the Series B Warrants, the Company will promptly take such corporate action as may, in shall increase the opinion Share Reserve accordingly. If the Company does not have sufficient authorized and unissued shares of its counsel, be necessary Common Stock available to increase the Share Reserve, prior to the consummation of the Third Closing, the Company shall use its authorized but unissued shares reasonable best efforts to call and hold a special meeting of the shareholders within ninety (90) days of such occurrence, for the purpose of increasing the number of shares as shall be sufficient for such purposesauthorized. The Company agrees Company’s Board shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized; provided, however that the Board shall not be obligated to make such a recommendation if the Board determines in good faith, after receiving the advice of its issuance of Series B Warrants shall constitute full authority independent legal and financial advisors, that such a recommendation would cause the Board to breach its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valuefiduciary duties.

Reservation of Shares. (a) The Company hereby agrees that shall have sufficient authorized and unissued shares of Common Stock for each of the Preferred Shares equal to 130% of the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate (without regard to any limitations or restrictions herein on any such conversion) with respect to the Conversion Amount of each such Preferred Share as of the Issuance Date. The Company shall, so long as any of the Preferred Shares are outstanding, take all times there shall be reserved action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for issuance and delivery upon exercise the purpose of Series B Warrants effecting the conversions of the Preferred Shares, such number of Warrant Shares shares of Common Stock as may be shall from time to time issuable upon exercise in full be necessary to effect the conversion of all of the Series B Warrants, such Preferred Shares then outstanding; provided that at no time shall the Company may validly and legally issue all Warrant number of shares of Common Stock so reserved be less than 130% of the number of shares of Common Stock for which the Preferred Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If are at any time prior convertible (without regard to any limitations or restrictions on conversions) (the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such “Required Reserve Amount”). The initial number of shares as of Common Stock reserved for conversions of the Preferred Shares and each increase in the number of shares so reserved shall be sufficient allocated pro rata among the Holders based on the number of Preferred Shares held by each Holder at the time of issuance of the Preferred Shares or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event a Holder shall sell or otherwise transfer any of such Holder's Preferred Shares, each transferee shall be allocated a pro rata portion of the number of reserved shares of Common Stock reserved for such purposestransferor. The Company agrees that its issuance Any shares of Series B Warrants shall constitute full authority Common Stock reserved and allocated to its officers who are charged any Person which ceases to hold any Preferred Shares (other than pursuant to a transfer of Preferred Shares in accordance with the issuance immediately preceding sentence) shall be allocated to the remaining Holders of Warrant Preferred Shares, pro rata based on the number of Preferred Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to then held by such increase in stated or par valueHolders.

Reservation of Shares. The So long as any of the Preferred Shares or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than the sum of (i) 250% of the maximum number of shares of Common Stock issuable upon conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination, and delivery upon exercise (y) any such conversion shall not take into account any limitations on the conversion of Series B Warrants such the Preferred Shares set forth in the Certificate of Designations), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without taking into account any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Preferred Shares and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as any of the Warrants or Notes remain outstanding, the Company hereby agrees that shall at all times there shall be keep reserved for issuance pursuant to the Warrants and delivery Notes, a number of shares of Common Stock at least equal to the sum of (x) 100% of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then outstanding, plus (y) thirty five million (35,000,000) shares of Common Stock for issuance upon any issuance of the Note Shares (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(k) be reduced other than in connection with any exercise of the Warrants or conversion of the Notes or any stock combination, reverse stock split or other similar transaction. The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants and the Notes based on the number of shares of Common Stock issuable upon exercise of Series B Warrants held by each holder thereof on the date of issuance of the Warrants (without regard to any limitations on exercise) and upon conversion of the Notes held by each holder thereof on the date of issuance of the Notes (without regards to any limitations on conversion) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants or Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants or Notes shall be allocated to the remaining holders of Warrants and Notes, pro rata based on the number of Warrant Shares as may be from time to time shares of Common Stock issuable upon exercise in full of the Series B Warrants, Warrants and Notes then held by such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessableholders thereof (without regard to any limitations on exercise or conversion). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall Common Stock authorized and reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as 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 counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The Company hereby agrees that Company, during the term of this option, at all times there shall be reserved for issuance will reserve and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of the Company's capital stock shall not be sufficient to permit exercise in full of the Series B Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements hereof. Exhibit B Exercise Schedule for such purposes«First» «Mid» «Last» Number of Shares Vesting Schedule Exercise Price Term of Option with Respect to Shares «Shares1» «Vest1» «price1» «Term1» «Shares2» «Vest2» «price2» «Term2» «Shares3» «Vest3» «price3» «Term3» «Shares4» «Vest4» «price4» «Term4» Exhibit C Notice of Exercise of Non-Qualified Stock Option Date: To: Microvision, Inc. I hereby exercise the non-qualified stock option No. The «No1» granted to me by Microvision, Inc. (the "Company") on «grant», subject to all the terms and provisions thereof, and notify the Company agrees that its issuance of Series B Warrants shall constitute full authority my desire to its officers who are charged with purchase shares of Common Stock of the issuance of Warrant Shares to issue Common Shares upon Company at the exercise price of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value $ per share, if anyor an aggregate exercise price of $ . I hereby deliver the full exercise price and all applicable withholding taxes with respect to this exercise as follows: cash, bank certified or cashier's check, or irrevocable instructions to a stock broker to deliver the necessary sales proceeds, all in accordance with applicable governmental regulations. I further agree to execute such other documents as the Company may request. By: Print Name: Address: Date: To: Microvision, Inc. I ACCEPT DECLINE the non-qualified stock option No. «No1» granted to me on «grant» as set forth in the foregoing Stock Option Agreement. If I accept the grant of this option, I acknowledge that I have received and understand, and agree to, the terms of the Common Shares above Stock Option Agreement, including the Exercise Price in effect immediately prior "Terms and Conditions of Grant" attached as Exhibit A to such increase in stated or par value.the Stock Option Agreement. Yours very truly, 10 QuickLinks

Reservation of Shares. The Company hereby agrees that at Optionor shall, from the date hereof through the date on which all times there Options shall be reserved have been exercised or shall have expired, segregate and place in an escrow pursuant to an escrow agreement of even date between Riverdale LLC, the Optionor and the Escrow Agent, a form of which is appended hereto as Exhibit B, for issuance and delivery the purpose of effecting the transfer of stock upon exercise of Series B Warrants such number Options, one million shares of Warrant Shares as may Common Stock (and any property or securities issued on account thereof and which are to be from time to time issuable upon exercise in full of held by the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior Optionor pursuant to the Expiration Date terms of this Agreement). The Holder shall have a right to direct Optionor and Optionor hereby agrees if so directed to vote the number and kind of authorized but unissued shares underlying the Options on any matters requiring the vote of the Company's capital stock shall not be sufficient stockholders and relating to permit exercise in full the issuance of securities of the Series B WarrantsCompany, amendments to the Company's charter documentation which affect the rights of holders of Common Stock, the Company sale of assets of the Company, a merger or consolidation of the Company, or any other recapitalization or reorganization of the Company. Optionor covenants that all shares of Option Common Stock which may be transferred upon exercise of the Options will promptly take be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the transfer thereof. Optionor agrees to place the one million shares (the "Series IA Escrow Shares") subject to the Series IA Options, and any other shares that may become subject to such corporate action Options, as maya result of the provisions of Section 4 hereof, in escrow pursuant to an Escrow Agreement between Optionor and the Holder dated the date hereof. In addition, in the opinion event that Optionor receives notice by the Holder of its counselintention to exercise its Series IB Options, be necessary Optionor agrees to increase its authorized but unissued place the 500,000 shares (the "Series IB Escrow Shares") subject to the Series IB Options, and any other shares which may become subject to such number Options, as a result of shares as the provisions of Section 4 hereof, in escrow pursuant to the Escrow Agreement. If the Series IA Escrow Shares are not placed in escrow pursuant to the Escrow Agreement on or before July 30, 2001, Optionor shall pay to the Holder the sum of $35,000 for each business day that the Series IA Escrow Shares are not so placed in escrow. If the Series IB Escrow Shares are not placed in escrow pursuant to the Escrow Agreement within seven days of the Optionor receiving notice by the Holder of its intention to exercise its Series IB Options, Optionor shall pay to the Holder the sum of $35,000 for each business day that the Series IB Escrow Shares are not so placed in escrow. These payments shall be sufficient for such purposes. The Company agrees that its issuance in addition to and not in lieu of Series B Warrants shall constitute full authority any other damages suffered by the Holder as a result of Optionor's failure to its officers who are charged with deliver the issuance Option Common Stock as required by the terms of Warrant Shares to issue Common Shares the Options upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueOptions.

Reservation of Shares. The Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Debentures and issuance of the Conversion Shares in connection therewith (based on the Conversion Price of the Debentures in effect from time to time) and the full exercise of the Warrants and the issuance of the Warrant Shares in connection therewith (based upon the Exercise Price of the Warrants in effect from time to time), initially, 1,850,000 shares. The Company shall be not reduce the number of shares of Common Stock reserved for issuance and delivery upon conversion of the Debentures or exercise of Series B the Warrants such without the consent of each Buyer, which consent will not be unreasonably withheld except pursuant to redemptions as provided in the Debentures. The Company shall use its best efforts at all times 16 to maintain the number of Warrant Shares as may be shares of Common Stock so reserved for issuance at no less than one hundred fifty percent (150%) of the number that is then actually issuable upon full conversion of the Debentures (based on the Conversion Price of the Debentures in effect from time to time issuable upon time) and the full exercise in full of the Series B Warrants, such that Warrants (based on the Company may validly and legally issue all Warrant Shares Exercise Price of the Warrants in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessableeffect from time to time). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is below the Company's capital stock shall not be sufficient to permit number of Conversion Shares and Warrant Shares issued and issuable upon conversion or exercise in full of the Series B WarrantsDebentures and the Warrants (based on the Conversion Price and Exercise Price then in effect), the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's obligations under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain shareholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The Within ninety (90) calendar days from and after the Initial Closing Date and for so long as any of the Notes or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to have authorized, and reserved for the purpose of issuance, at all times there times, no less than the sum of (i) the maximum number of Ordinary Shares issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (w) all Additional Notes issuable hereunder shall have been issued at an Additional Closing on the Initial Closing Date, (x) the Notes are convertible at the Floor Price as of such applicable date of determination, (y) interest on the Notes shall accrue through the third anniversary of the Initial Closing Date and will be reserved for issuance converted in Ordinary Shares at a conversion price equal to the Floor Price as of such applicable date of determination and delivery upon exercise (z) any such conversion shall not take into account any limitations on the conversion of Series B Warrants such the Notes set forth in the Notes), and (ii) 116% of the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein but assuming that all Additional Notes issuable hereunder shall have been issued at an Additional Closing on the Initial Closing Date (and all adjustments to the Warrants upon the occurrence of such Additional Closing shall have occurred in accordance with the terms thereof)) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of Ordinary Shares reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number of Ordinary Shares authorized and kind of authorized but unissued shares of the Company's capital stock shall reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoingCompany to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. Notwithstanding anything herein or in the Notes or Warrants to the contrary, any Investor may allocate its Required Reserve Amount to any other security held by such Investor by delivery of written notice to the Company will not increase the stated or par value per shareCompany, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valuewhich may be an e-mail.

Reservation of Shares. The Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Preferred Shares and issuance of the Conversion Shares in connection with the conversion of Preferred Shares (based on the Conversion Price (as defined in the Certificate of Designation) then in effect) and as otherwise required by the Certificate of Designation, the issuance of Dividend Shares and the full exercise of the Warrants and issuance of the Warrant Shares in connection therewith (based on the Exercise Price (as defined in the Warrants) of the Warrants then in effect). The Company shall be not reduce the number of shares of Common Stock reserved for issuance upon conversion of or otherwise pursuant to the Preferred Shares and delivery upon exercise of Series B or otherwise pursuant to the Warrants such without the written consent of each Buyer. The Company shall use its best efforts at all times to maintain the number of Warrant Shares as may be from time to time shares of Common Stock so reserved for issuance at no less than two (2) times the number that is then actually issuable upon exercise in full conversion of the Series B Preferred shares (based on the Conversion Price (as defined in the Certificate of Designation) then in effect) and full exercise of the Warrants (based on the Exercise Price (as defined in the Warrants, such that ) of the Company may validly and legally issue all Warrant Shares Warrants then in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessableeffect). If at any time prior the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued and issuable upon conversion of or otherwise pursuant to the Expiration Date Preferred Shares (based on the Conversion Price (as defined in the Certificate of Designation) then in effect) and the aggregate number of Warrant Shares issued and kind issuable upon exercise of authorized but unissued shares or otherwise pursuant to the Warrants (based on the Exercise Price (as defined in the Warrants) of the Company's capital stock shall not be sufficient to permit exercise Warrants then in full of the Series B Warrantseffect), the Company will promptly take such all corporate action as 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 under this Section 4.8, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain stockholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Promissory Notes and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Promissory Notes or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Promissory Notes. The Company shall be not reduce the number of shares of Common Stock reserved for issuance upon conversion of Promissory Notes and delivery exercise of the Warrants without the consent of each Purchaser. The Company shall use its best efforts at all times to maintain the number of shares of Common Stock so reserved for issuance at no less than one and one-half (1 1/2) times the number that is then actually issuable upon full conversion of the Promissory Notes and upon exercise of Series B the Warrants such number (based on the Conversion Price of Warrant Shares as may be the Promissory Notes or the Exercise Price of the Warrants in effect from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessabletime). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is below the Company's capital stock shall not be sufficient to permit exercise in full number of Conversion Shares and Warrant Shares issued and issuable upon conversion of the Series B WarrantsPromissory Notes and exercise of the Warrants (based on the Conversion Price of the Promissory Notes or the Exercise Price of the Warrants then in effect), the Company will promptly take such all corporate action as 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 under this Section 4(f), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain stockholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The As required by applicable law or regulations, the Company hereby agrees that shall at all times there have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Debentures and Additional Debentures (including all accrued unpaid interest thereon) and the Warrants and Additional Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price or Exercise Price in effect from time to time) and as otherwise required by the Debentures. The Company shall be not reduce the number of shares of Common Stock reserved for issuance upon conversion of Debentures and delivery Additional Debentures and exercise of the Warrants and Additional Warrants without the consent of each Buyer. The Company shall use its best efforts at all times to maintain the number of shares of Common Stock so reserved for issuance at no less than two (2) times the number that is then actually issuable upon full conversion of the Debentures and Additional Debentures and upon exercise of Series B the Warrants such number of Warrant Shares as may be and Additional Warrants (based on the Conversion Price or the Exercise Price in effect from time to time issuable upon exercise in full of and including all accrued and unpaid interest on the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessableDebentures). If at any time prior to the Expiration Date the number and kind of authorized but unissued shares of Common Stock authorized and reserved for issuance is below the Company's capital stock shall not be sufficient to permit exercise in full number of Conversion Shares and Warrant Shares issued and issuable upon conversion of the Series B WarrantsDebentures and Additional Debentures and exercise of the Warrants and Additional Warrants (based on the Conversion Price or the Exercise Price then in effect and including all accrued and unpaid interest on the Debentures), the Company will promptly take such all corporate action as 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 under this Section 4(h), in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of shares as shall be sufficient for such purposes. The Company agrees that authorized shares, and using its issuance best efforts to obtain stockholder approval of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such an increase in stated or par valuesuch authorized number of shares.

Reservation of Shares. The So long as any of the Debentures remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when issued reserved for the purpose of issuance, no less than 150% of the maximum number of Common Shares issuable upon conversion of all the Debentures then outstanding (assuming for purposes hereof that (x) the Debentures are convertible at the Standard Conversion Price, and (y) any such exerciseconversion shall not take into account any limitations on the conversion of the Debentures set forth in the Debentures) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of Common Shares reserved pursuant to this Section 4(l) be validly issuedreduced other than proportionally in connection with any conversion and/or redemption, fully paid and non-assessableas applicable, of Debentures or any reverse stock split. If at any time prior to the Expiration Date the number of Common Shares authorized and kind of authorized but unissued shares of the Company's capital stock shall reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will use commercially reasonable efforts to, as promptly as reasonably practicable, take such all corporate action as 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 or to approve a reserve stock split, in the opinion case of its counselan insufficient number of authorized shares, be necessary to obtain stockholder approval of an increase its in such authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that or a reverse stock split, and causing its issuance of Series B Warrants shall constitute full authority directors and executive officers to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise vote their respective shares of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoing, Company or a reverse stock split to ensure that the Company will not increase number of authorized shares is sufficient to meet the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueRequired Reserve Amount.

Reservation of Shares. The So long as the Note or Warrants remain outstanding, the Company hereby agrees that shall take all action necessary to at all times there shall be have authorized, and reserved for issuance the purpose of issuance, no less than 100% of (i) the maximum number of Common Shares issuable upon conversion of the Note then outstanding (assuming for purposes hereof that (x) the Note is convertible at the Alternate Event of Default Conversion Price (as defined in the Note) assuming an Alternate Conversion Date (as defined in the Note) as of the applicable date of determination and delivery upon exercise (y) any such conversion shall not take into account any limitations on the conversion of Series B Warrants such the Note set forth in the Note), and (ii) the maximum number of Warrant Shares as may be from time to time issuable upon exercise in full of all the Warrants then outstanding (without regard to any limitations on the exercise of the Series B Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of Common Shares reserved pursuant to this Section 4(m) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Note and Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable. If at any time prior to the Expiration Date the number of Common Shares authorized and kind of authorized but unissued shares of the Company's capital stock shall reserved for issuance is not be sufficient to permit exercise in full of meet the Series B WarrantsRequired Reserve Amount, the Company will promptly take such all corporate action as maynecessary to authorize and reserve a sufficient number of shares, including calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the opinion case of its counsel, be necessary to increase its authorized but unissued shares to such an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares as shall be sufficient for such purposes. The Company agrees that its issuance of Series B Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Shares to issue Common Shares upon the exercise of the Series B Warrants. Without limiting Company in favor of an increase in the generality authorized shares of the foregoingCompany to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. Notwithstanding anything to the contrary in this Section 4(m), the Company will not increase shall be deemed to have satisfied its obligations in connection with such Section 4(m) at all times and for as long as the stated or par value per share, if any, authorized number of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par valueavailable for issuance unlimited.

Reservation of Shares. The So long as any Buyer owns any Warrants, the Company hereby agrees that shall take all action necessary to at all times there shall be reserved for issuance and delivery upon exercise of Series B Warrants such number of Warrant Shares as may be from time to time issuable upon exercise in full of the Series B Warrants, such that the Company may validly and legally issue all Warrant Shares in compliance with this Section. All Warrant Shares shall be duly have authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessablereserved for the purpose of issuance no less than the Required Reserve Amount. If at any time prior the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company shall take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, (i) calling a special meeting of stockholders to authorize an increase in the amount of shares of Common Stock to be authorized and reserved to meet the Company’s obligations under Section 3(e), (ii) obtaining stockholder approval of such increase in such authorized number of shares, (iii) causing the Board of Directors of the Company to unanimously recommend to the Expiration Date stockholders of the number Company that they approve such resolutions, (iv) using best efforts to cause its officers and kind directors who hold shares of Common Stock to be present at the Stockholder Meeting for quorum purposes (including by proxy) and (v) causing management’s shares of the Company to be voted in favor of such increase in the authorized but unissued shares of the Company's capital stock shall not be , to ensure that the number of authorized shares is sufficient to permit exercise in full of meet the Series B Warrants, the Company will promptly take such corporate action as may, Required Reserve Amount. The Required Reserve Amount and any increase in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as so reserved shall be sufficient for such purposes. The Company agrees that its issuance allocated pro rata among the Buyers, based on the total number of Series B shares of Common Stock issuable pursuant to the terms of the Certificate of Designations and upon exercise of the Warrants shall constitute full authority (without regard to its officers who are charged with any limitations on the issuance of shares pursuant to the terms of the Certificate of Designations or upon exercise of the Warrants) issued to each Buyer on the Closing Date (the “Authorized Share Allocation”). In the event that a Buyer shall sell or otherwise transfer any of its Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation with respect to such holder’s Warrants being transferred. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the holders of the remaining Warrants, pro rata based on the Warrant Shares issuable upon exercise of the Warrants then held by such holders (without regard to issue Common Shares any limitations on the issuance of shares upon the exercise of the Series B Warrants. Without limiting the generality of the foregoing, the Company will not increase the stated or par value per share, if any, of the Common Shares above the Exercise Price in effect immediately prior to such increase in stated or par value).