Common use of Share Reserve Clause in Contracts

Share Reserve. So long as any of the Notes or Warrants remain outstanding, the Company shall at all times have no less than a number of authorized but unissued shares of Class A Common Stock equal to (I) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (ii) two hundred percent (200%) of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Class A Common Stock reserved pursuant to this Section 4(s) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of 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 based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants held by each holder thereof on the date of issuance of the Warrants (without regards to any limitations on exercise) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of the Warrants, pro rata based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) 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 ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

Share Reserve. So long as any of the Notes or Warrants remain outstanding, the Company shall at all times have no less than a number of authorized but unissued shares Common Shares reserved (i) for any issuance of Class A Common Stock equal to (I) prior to the earlier of October 2Note Shares from its duly authorized share capital, 2023 or the Compliance Date, one hundred percent (100%) of the maximum not less than a number of shares of Class A authorized but unissued Common Stock as shall be necessary Shares equal to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrantsa fraction, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (ii) two hundred percent (200%) of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement plus an amount equal to all interest accruable but unpaid on such outstanding Principal Amount through the Maturity DateDate (as defined in the Notes), and the denominator of which shall be the Market Stock Conversion Price (as defined in, and subject to adjustment in accordance with the terms of, the Note) and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the 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 Class A Common Stock Shares reserved pursuant to this Section 4(s) be reduced below the amount described in the formula immediately above other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of 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 based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants held by each holder thereof on the date of issuance of the Warrants (without regards to any limitations on exercise) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of the Warrants, pro rata based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Class A Common Stock Shares authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) 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 ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

Share Reserve. So long as any of the Notes or Warrants remain outstanding, the Company shall at all times have no less than a number of shares of authorized but unissued shares of Class A Common Stock reserved for any issuance of Note Shares equal to (I) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (ii) two hundred percent (200%) of a fraction fraction, the numerator of which shall be the then outstanding aggregate Principal Amount of all with respect to the Purchased Notes issued pursuant to this Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the lower of (i) the official closing price of the Common Stock on the principal (in terms of volume) Eligible Market upon which the Common Stock Price is then listed or traded on the Trading Day immediately prior to such time of determination and (ii) the average official closing price of the Common Stock on the principal (in terms of volume) Eligible Market upon which the Common Stock is then listed or traded for the five (5) Trading Days immediately prior to such time of determination (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Class A Common Stock reserved pursuant to this Section 4(s4(v) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of 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 Notes based on the number of shares of Class A Common Stock issuable upon exercise of pursuant to the Warrants Notes held by each holder thereof on the date of issuance of the Warrants Notes (without regards to any limitations on exerciseconversion) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s WarrantsNotes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants Notes shall be allocated to the remaining holders of the WarrantsNotes, pro rata based on the number of shares of Class A Common Stock issuable upon exercise of pursuant to the Warrants Notes then held by such holders thereof (without regard to any limitations on exerciseconversion). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) 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 ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

Share Reserve. So long as any of the Exchange Notes or Warrants remain outstanding, the Company shall at all times have no not less than a number of authorized but unissued shares of Class A Common Stock equal to (I) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent million (100%100,000,000) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants sold at the Initial ClosingStock, which shall not be exclusively reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (ii) two hundred percent (200%) of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price Exchange Notes (collectively, the “Required Reserve Amount”); provided provided, that at no time shall the number of shares of Class A Common Stock reserved pursuant to this Section 4(s) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of 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 Exchange Notes based on the number of shares of Class A Common Stock issuable upon exercise of pursuant to the Warrants Exchange Notes held by each holder thereof on the date of issuance of the Warrants Exchange Notes (without regards to any limitations on exerciseissuance of shares contained therein) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s WarrantsExchange Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A Common Stock reserved and allocated to any Person which ceases to hold any Warrants Exchange Notes shall be allocated to the remaining holders of the WarrantsExchange Notes, pro rata based on the number of shares of Class A Common Stock issuable upon exercise of pursuant to the Warrants Exchange Notes then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) 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 ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

Share Reserve. So long as any As an additional condition to Holder's agreement to enter into this Agreement, the Company agrees to initially reserve out of its authorized and unissued Common Stock for Conversions under this Agreement 1,000,000,000 shares of Common Stock for the benefit of Holder (the "Share Reserve") on or before the date that is five (5) Trading Days from the date hereof. The Company shall file a proxy no later than June 1, 2015. The Company covenants and agrees to hold the Company's next shareholder meeting (the "Shareholder Meeting") no later than 45 days after the SEC approves a Definitive Proxy allowing the Company to have a Shareholder meeting to increase its current authorized shares of Common Stock. The Company covenants and agrees, within ten (10) Trading Days following the Shareholder Meeting, to increase the Share Reserve to an amount equal to the greater of (a) 2,000,000,000 shares of authorized and unissued Common Stock, or (b) a number of shares of Common Stock equal to the then-current Forbearance Amount divided by the thirty (30)-day trailing average volume weighted average price of the Notes Common Stock. Finally, prior to the Shareholder Meeting, any Conversion Shares issued to Holder may be issued from the Share Reserve (provided, however, that notwithstanding any other provision contained herein, the Company agrees that if the Share Reserve has not been increased as required in the immediately preceding sentence before the Share Reserve is exhausted or Warrants remain outstandingdepleted, such will be deemed a breach of this Agreement). However, following the Shareholder Meeting, the Company shall at all times have no less than a number of authorized but unissued shares of Class A Common Stock equal to (I) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations require its transfer agent to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise pursuant hereto to Holder out of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (ii) two hundred percent (200%) of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Class A Common Stock reserved pursuant to this Section 4(s) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of 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 based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants held by each holder thereof on the date of issuance of the Warrants (without regards to any limitations on exercise) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of the Warrants, pro rata based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Class A Common Stock 's authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of unissued shares, and voting not the management Share Reserve, to the extent shares of the Company in favor of an increase Common Stock have been authorized, but not issued, and are not included in the Share Reserve. Following the Shareholder Meeting, the transfer agent shall only issue shares out of the Share Reserve to the extent there are no other authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amountavailable for issuance and then only with Holder's written consent.

Share Reserve. So long as any of the Notes or the Warrants remain outstanding, the Company shall at all times have no less than a number of authorized but unissued shares of Class A Common Stock equal to (I) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) % of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy issuable upon the Company’s obligations to issue shares exercise of Class A Common Stock under the Warrants, which shall be reserved for issuance upon pursuant to the exercise terms of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and Warrants, (ii) two hundred percent Note Share Reserve (200%) of a fraction the numerator of as defined below), which shall be the then outstanding Principal Amount of all Notes issued reserved for issuance pursuant to this Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Dateterms of the Notes, and the denominator (iii) 50,000,000 shares of Common Stock, which shall be the Market Stock Price are generally available and have not been reserved for any purpose (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Class A Common Stock reserved pursuant to this Section 4(s4(u) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of 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 Notes and the Warrants based on the number of shares of Class A Common Stock issuable pursuant to the Notes or upon exercise of the Warrants held by each holder thereof on the date of issuance of the Notes and the Warrants (without regards to any limitations on exercise) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes or Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A Common Stock reserved and allocated to any Person which ceases to hold any Notes or Warrants shall be allocated to the remaining holders of the Notes and the Warrants, pro rata based on the number of shares of Class A Common Stock issuable pursuant to the Notes or upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) 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 ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. “Note Share Reserve” shall mean the sum of (A) a fraction, the numerator of which shall be the aggregate amount of the then outstanding principal amount of Initial Registered Notes, and the denominator of which shall be the Conversion Price (as defined in the Initial Registered Notes), plus (B) a fraction, the numerator of which shall be the aggregate amount of the then outstanding principal amount of Initial Private Placement Notes, and the denominator of which shall be the Conversion Price (as defined in the Initial Private Placement Notes), plus (C) a fraction, the numerator of which shall be the aggregate amount of the then outstanding principal amount of Subsequently Purchased Notes, and the denominator of which shall be the Conversion Price (as defined in the Subsequently Purchased Notes).

Share Reserve. So long as any of the Notes or Warrants remain outstanding, the Company shall at all times have no less than a number of shares of authorized but unissued shares of Class A Common Stock reserved for any issuance of Note Shares equal to (Ii) the Initial Required Reserve Amount prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent Authorized Share Increase (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyersdefined below) and (ii) two hundred percent (200%) of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price (collectively, the “Increased Required Reserve Amount”)Amount following the Authorized Share Increase; provided that at no time shall the number of shares of Class A Common Stock reserved pursuant to this Section 4(s4(u) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition definitions of Initial Required Reserve Amount and Increased 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 Notes based on the number of shares of Class A Common Stock issuable upon exercise of pursuant to the Warrants Notes held by each holder thereof on the date of issuance of the Warrants Notes (without regards to any limitations on exerciseconversion) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s WarrantsNotes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants Notes shall be allocated to the remaining holders of the WarrantsNotes, pro rata based on the number of shares of Class A Common Stock issuable upon exercise of pursuant to the Warrants Notes then held by such holders thereof (without regard to any limitations on exerciseconversion). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance is not sufficient to meet the Initial Required Reserve Amount or the Increased Required Reserve Amount, as applicable, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) 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 ensure that the number of authorized shares is sufficient to meet the Initial Required Reserve Amount or the Increased Required Reserve Amount, as applicable.

Share Reserve. So long as any As an additional condition to Holder’s agreement to enter into this Agreement, the Company agrees to initially reserve out of its authorized and unissued Common Stock for Conversions under this Agreement 1,000,000,000 shares of Common Stock for the benefit of Holder (the “Share Reserve”) on or before the date that is five (5) Trading Days from the date hereof. The Company shall file a proxy no later than June 1, 2015. The Company covenants and agrees to hold the Company’s next shareholder meeting (the “Shareholder Meeting”) no later than 45 days after the SEC approves a Definitive Proxy allowing the Company to have a Shareholder meeting to increase its current authorized shares of Common Stock. The Company covenants and agrees, within ten (10) Trading Days following the Shareholder Meeing, to increase the Share Reserve to an amount equal to the greater of (a) 2,000,000,000 shares of authorized and unissued Common Stock, or (b) a number of shares of Common Stock equal to the then-current Forbearance Amount divided by the thirty (30)-day trailing average volume weighted average price of the Notes Common Stock. Finally, prior to the Shareholder Meeting, any Conversion Shares issued to Holder may be issued from the Share Reserve (provided, however, that notwithstanding any other provision contained herein, the Company agrees that if the Share Reserve has not been increased as required in the immediately preceeding sentence before the Share Reserve is exhausted or Warrants remain outstandingdepleted, such will be deemed a breach of this Agreement). However, following the Shareholder Meeting, the Company shall at all times have no less than a number of authorized but unissued shares of Class A Common Stock equal to (I) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations require its transfer agent to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise pursuant hereto to Holder out of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (ii) two hundred percent (200%) of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Class A Common Stock reserved pursuant to this Section 4(s) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of 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 based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants held by each holder thereof on the date of issuance of the Warrants (without regards to any limitations on exercise) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of the Warrants, pro rata based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of unissued shares, and voting not the management Share Reserve, to the extent shares of the Company in favor of an increase Common Stock have been authorized, but not issued, and are not included in the Share Reserve. Following the Shareholder Meeting, the transfer agent shall only issue shares out of the Share Reserve to the extent there are no other authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amountavailable for issuance and then only with Holder’s written consent.

Share Reserve. So long as any of the Notes or Warrants remain outstanding, the Company shall at all times have no less than a number of authorized but unissued shares of Class A Common Stock equal to (I) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (ii) two hundred percent (200%) of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price (collectively, the “the Required Reserve Amount”); provided that at no time shall the number of shares of Class A Common Stock reserved pursuant to this Section 4(s4(su) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of 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 based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants held by each holder thereof on the date of issuance of the Warrants (without regards to any limitations on exercise) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of the Warrants, pro rata based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) 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 ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

Share Reserve. So long as this Note or any of Warrants (as defined in the Notes or Warrants Securities Purchase Agreement) remain outstanding, the Company shall at all times have no less than a number of authorized but unissued shares of Class A Common Stock equal to (Ii) prior to the earlier of October 2, 2023 or the Compliance Date, one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (II) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the BuyersHolder) and (ii) on and after the earlier of October 2, 2023 or the Compliance Date, the sum of (x) one hundred percent (100%) of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Common Stock under the Warrants sold at the Initial Closing (as defined in the Securities Purchase Agreement), which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Holder) and (y) two hundred percent (200%) of a fraction fraction, the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this the Securities Purchase Agreement plus an amount equal to all interest accruable on such outstanding Principal Amount through the Maturity Date, and the denominator of which shall be the Market Stock Price (collectively, the “Required Reserve Amount”); provided provided, that at no time shall the number of shares of Class A Common Stock reserved pursuant to this Section 4(s8(S) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of 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 based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants held by each holder thereof on the date of issuance of the Warrants (without regards to any limitations on exercise) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Class A Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of the Warrants, pro rata based on the number of shares of Class A Common Stock issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) 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 ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.