Common use of Reservation Clause in Contracts

Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and each increase in the number of Shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal held by each holder (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 120% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So For so long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 120% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s 's Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which that ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (at least 150%) % of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Installment Conversions, Alternate Conversions and Accelerations, of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversionsconversions and assuming such Notes remain outstanding until the Maturity Date) at the Conversion Price then in effect (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and Amount (including, without limitation, each increase in the number of Shares shares so reserved reserved) shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the applicable Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150100%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150100%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any EncumbranceLien; provided that at no time shall the number of Shares so reserved be less than the number of shares Shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and each increase in the number of Shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the Principal held by each holder of the Holders (the “Authorized Share Allocation”). In the event that a holder the Holder shall sell or otherwise transfer any of such holderthe Holder’s Notes, each transferee shall be allocated a pro rata portion of such holderthe Holder’s Authorized Share Allocation. Any Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the NotesHolders, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Conversion Shares for each of the Notes equal to one hundred fifty percent (150%) 120% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance DateDate (assuming the Notes are convertible on such date). So long as any of the Notes are outstanding, the Company shall take all action reasonably necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 120% of the number of the Conversion Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Conversion Shares so reserved be less than the number of shares Conversion Shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Conversion Shares reserved for conversions of the Notes and each increase in the number of Conversion Shares so reserved shall be allocated pro rata among the holders Holders of the Notes based on the Original Principal held Amount of the Notes purchased by each holder Holder or increase in the number of reserved Conversion Shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder the initial Holder of any Notes shall sell or otherwise transfer any of such holderHolder’s Notes, each transferee shall be allocated a pro rata portion of such holderHolder’s Authorized Share Allocation. Any Conversion Shares reserved and allocated to any Person which that ceases to hold any Notes shall be allocated to the remaining holders Holders of the Notes, pro rata based on the principal Principal amount of the Notes then held by such holdersHolders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) or exceeding the maximum number of shares of Common Stock initially issuable upon conversion of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance DateNotes. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Exchange Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The From and after the date the Issuance Date, the Company shall initially reserve out of its authorized and unissued share capital a number of authorized and otherwise unreserved shares of Common Stock to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to 150% of the maximum number of Conversion Shares for each issuable pursuant to the terms of the Notes equal (without regard to one hundred fifty percent (150%any limitation in Section 3(d) of the number of Shares as shall be necessary to effect on the conversion of each such Note as of this Note) (the Issuance Date“Required Reserve Amount”). So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, Common Stock the Required Reserve Amount solely for the purpose of effecting issuing shares of Common Stock pursuant to the conversion terms of this Note and the Other Notes, one hundred fifty percent (150%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal aggregate principal amount of this Note and of the Other Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s Other Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share AllocationAllocation with respect to the portion of the Notes being transferred. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of the Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company initially shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each Note equal to 130% of the Notes equal to one hundred fifty percent (150%) Conversion Rate in respect of the number of Shares as shall be necessary to effect the conversion Conversion Amount of each such Note as of the Issuance Issue Date. So long as any of the Notes are outstandingOutstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Outstanding Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “"Required Reserve Amount”"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the Principal Amount of the Notes held by each holder Holder on the Issue Date or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder Holder shall sell or otherwise transfer any of such holder’s Holder's interests in any Notes, each transferee shall be allocated a pro rata portion of such holder’s Holder's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders Holders of the such Notes, pro rata based on the principal amount Principal Amount of the Notes then held by such holdersHolders.

Reservation. The Company initially shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by of the previous sentence (without regard to any limitations on conversions) (the “"Required Reserve Amount”"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder shall sell or otherwise transfer any of such holder’s 's Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes Debentures equal to one hundred fifty percent (150%) % of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note Debenture as of the Issuance Date. So Thereafter, the Company, so long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the NotesDebentures, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes Debentures and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the Principal principal amount of the Debentures held by each holder at the time of Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s NotesDebentures, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes Debentures shall be allocated to the remaining holders of the NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Shares a number of Common Shares for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Shares, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Common Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Common Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “"Required Reserve Amount”"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Common Shares reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder of the Notes at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder of Notes shall sell or otherwise transfer any of such holder’s 's Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Common Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 225% of the number of Shares as shall be necessary entire Conversion Rate with respect to effect the conversion entire Conversion Amount of each such Note as of the Issuance Date. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the NotesNotes and other issuances hereunder, one hundred fifty percent (150%) including Section 2, 225% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes issuance hereunder and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the Issuance Date or the date of the increase in the number of reserved shares (as the case may be) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) % of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbranceoutstanding pursuant to Sections 2 and 3; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Shares a number of Common Shares for each of the Notes Debentures equal to one two-hundred fifty twenty five percent (150225%) of the number of Shares as shall be necessary entire Conversion Rate with respect to effect the conversion entire outstanding principal amount of each such Note Debenture as of the Issuance Original Issue Date. So long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Shares, solely for the purpose of effecting the conversion of the NotesDebentures and other issuances hereunder, one including Section 5, two-hundred fifty twenty five percent (150225%) of the number of Common Shares as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstandingoutstanding(the “Required Reserve Amount”), free from any Encumbrance; provided that at no time shall the number of Common Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Common Shares reserved for conversions of the Notes issuance hereunder and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the Principal outstanding principal amount of the Debentures held by each holder on the Original Issue Date or the date of the increase in the number of reserved shares (as the case may be) (the Holder’s pro rata portion of the initial Common Shares reserved for issuance and of each increase thereof as provided herein, the Holder’s “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s NotesDebentures, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Common Shares reserved and allocated to any Person which ceases to hold any Notes Debentures shall be allocated to the remaining holders of the NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.

Reservation. The From and after the date the Issuance Date, the Company shall initially reserve out of its authorized and unissued share capital a number of authorized and otherwise unreserved shares of Common Stock to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to the maximum number of Conversion Shares for each issuable pursuant to the terms of the Notes equal (without regard to one hundred fifty percent (150%any limitation in Section 3(d) of the number of Shares as shall be necessary to effect on the conversion of each such Note as of this Note) (the Issuance Date“Required Reserve Amount”). So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, Common Stock the Required Reserve Amount solely for the purpose of effecting issuing shares of Common Stock pursuant to the conversion terms of this Note and the Other Notes, one hundred fifty percent (150%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this Note and the Other Notes held by each holder at the Closing (as defined in the Exchange Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s Other Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share AllocationAllocation with respect to the portion of the Notes being transferred. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of the Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.

Reservation. The As of the Issuance Date, the Company shall initially have reserved (and shall not reduce such reserve out other than with respects to conversion, redemptions or payments of its authorized and unissued share capital a number Installment Amounts with respect to the Notes) 7,034,564 shares of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary Common Stock to effect the conversion of each such Note and payments under the Notes. After the Stockholder Reserve Deadline (as of defined in the Issuance Date. So Securities Purchase Agreement), so long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (at least 150%) % of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Installment Conversions, and Accelerations, of all of the Notes then outstanding, free from outstanding (assuming for purposes hereof that (x) the Notes are convertible at the lower of (A) the Conversion Price Floor and (B) the Conversion Price as of the applicable date of determination and (y) any Encumbrance; provided that at no time such conversion shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to not take into account any limitations on conversionsthe conversion of the Notes set forth in the Notes) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and Amount (including, without limitation, each increase in the number of Shares shares so reserved reserved) shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially shall, at and after such time as it receives stockholder approval of the Amendment (as defined in the Securities Purchase Agreement), reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 120% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So Following its receipt of stockholder approval of the Amendment and for so long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 120% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which that ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So shall, so long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) of the such number of Shares as shall from time to time be necessary sufficient to effect the conversion of all of the Notes principal amount then outstanding, free from any Encumbranceoutstanding under the Notes; provided that at no time shall the number of Shares so reserved shall at no time be less than 100% of the number of shares required to be reserved by Shares for which the previous sentence Notes are at any time convertible (without regard to any limitations on conversions) (the “Required Reserve Amount”"REQUIRED RESERVE AMOUNT"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder (at the “Authorized Share Allocation”)time of issuance of the Notes or increase in the number of reserved Shares, as the case may be. In the event that a holder the Holder shall sell or otherwise transfer any portion of such holder’s the Holder's Notes, each transferee shall be allocated a pro rata portion of the number of Shares reserved for such holder’s Authorized Share Allocationtransferor. Any Shares reserved and allocated to any Person which that ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares shares of Common Stock for each of the Notes Debentures equal to one hundred fifty percent (150%) 100% of the number of Shares as shall be necessary entire Conversion Rate with respect to effect the conversion entire Conversion Amount of each such Note Debenture as of the Issuance Date. So long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the NotesDebentures, one hundred fifty percent (150%) 100% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes Debentures and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the Principal original principal amount of the Debentures held by each holder on the Closing Date or increase in the number of reserved shares (as the case may be) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s NotesDebentures, each transferee shall be allocated a pro rata portion of such holder’s Authorized Authorization Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes Debentures shall be allocated to the remaining holders of the NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty twenty-five percent (150125%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty twenty-five percent (150125%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any EncumbranceLien; provided that at no time shall the number of Shares so reserved be less than the number of shares Shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and each increase in the number of Shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the Principal held by each holder of the Holders (the “Authorized Share Allocation”). In the event that a holder the Holder shall sell or otherwise transfer any of such holderthe Holder’s Notes, each transferee shall be allocated a pro rata portion of such holderthe Holder’s Authorized Share Allocation. Any Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the NotesHolders, pro rata based on the principal amount of the Notes then held by such holders.