Common use of Stockholder Approval Clause in Contracts

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors Buyers and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after at or prior to the date hereofCompany's next annual meeting of stockholders, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"Deadline (as defined below), a proxy statementstatement (the "Proxy Statement"), in a form reasonably acceptable to the Investors Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the CompanyLLP, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. On or prior to ten (10a) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form CHP covenants that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at it will call a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall CHP to be called as promptly as practicable after the date hereof, but in held no event later than seventy-three (73) calendar days after the Closing Date June 30, 1999 (the "Stockholder Meeting Deadline"), for purposes of securing stockholder approval for the waiver of the Ownership Limits set forth in Section 7.6(ii)(a) and (b) of the Articles of Incorporation of CHP. Notwithstanding anything to the contrary contained herein, any waiver of the Ownership Limits shall neither waive nor purport to waive the limitations contained in Sections 7.6(ii)(c), (d) or (e) of CHP's Articles of Incorporation. CHP will promptly prepare and file and will provide to each of its stockholders entitled to vote at such meeting in advance of such meeting, a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense statement complying with Section 14 of the Company, Exchange Act soliciting each such Stockholderstockholder's affirmative vote at such stockholder meeting in favor of the Stockholder Meeting for approval amendment of resolutions (CHP's Articles of Incorporation to permit the "Resolutions") providing for (x) Board of Directors of CHP to waive the increase in Ownership Limits with respect to issuance of the authorized shares of CHP Common Stock from 400,000,000 shares and upon the exchange of Class A Preferred Stock pursuant to 1,000,000,000 shares (the "Capital Increase")Hotel Investors Subscription Agreement. Such proxy statement shall reflect that the Board of Directors has approved the waiver of such ownership limitation with respect to Five Arrows, (y) a reverse stock split subject to stockholder approval. CHP and its Board of Directors shall recommend to the Common Stock at a rate of one (1) share of Common Stock for each two hundred stockholders that they approve such proposal and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions amendment. Such proxy statement shall not seek approval of any matters other than the approval described in the preceding sentence and the election of directors, which shall include a nominee designated by Five Arrows, which may be the director designated pursuant to cause Section 4.4 hereof. CHP shall file such proxy statement with the Board of Directors of SEC on a timely basis so as to permit the Company stockholders' meeting to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval held by the Stockholder Meeting Deadline. If, despite Five Arrows shall have the Company's reasonable best efforts, opportunity to review and comment on each version of the Stockholder Approval is not obtained at Proxy Statement submitted to or filed with the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSEC.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than July 31, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense Buyers. The proxy statement, if any, shall solicit each of the Company, soliciting each such Stockholder's ’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to October 31, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10a) calendar days Promptly after the Closing DateRegistration Statement is declared effective under the Securities Act and the Proxy Statement/Prospectus related thereto has been filed and distributed, and in any event no later than two (2) Business Days thereafter, Merger Partner shall solicit and obtain the Merger Partner Stockholder Approval by the Written Consents for the purposes of (1) evidencing the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby, (2) acknowledging that the approval given thereby is irrevocable and that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached to the Written Consent, and that such stockholder has received and read a copy of Section 262 of the DGCL and (3) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under Section 262 the DGCL. Reasonably promptly following receipt of the Merger Partner Stockholder Approval by the Written Consents, Xxxxxx Partner shall prepare and mail a notice (the “Merger Partner Stockholder Notice”) to every stockholder of Merger Partner that did not execute the Written Consents (in form and substance reasonably acceptable to Public Company). The Merger Partner Stockholder Notice shall (i) be a statement to the effect that the Merger Partner Board determined that the Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the stockholders of Merger Partner and approved and adopted this Agreement, the Company shall file with Merger and the SEC and, as soon as possible as permitted under other transactions contemplated hereby and (ii) provide the applicable rules and regulations promulgated by the SEC, provide each Stockholder stockholders of the Company Merger Partner to whom it is sent with an information statement complying with the requirements notice of the 1934 Act availability of appraisal rights and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders notice of the actions taken in the Merger Partner’s Stockholder Approval, including the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby in accordance with the Resolutions (as defined belowSections 228(e) and 262 of the Stockholder Approval (as defined below)DGCL and the certificate of incorporation and bylaws of the Merger Partner. In addition connection with the Merger Partner Stockholder Approval, Xxxxxx Partner shall comply with all disclosure and other obligations to its stockholders under the DGCL and any other applicable Laws. Merger Partner shall take all action that is both reasonable and lawful to obtain the Merger Partner Stockholder Approval. Without limiting the generality of the foregoing, Xxxxxx Partner agrees that its obligations under this Section 6.5(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner’s stockholders in connection with this Agreement and the Merger shall be in form and substance reasonably satisfactory to Public Company and, except in the case of a Merger Partner Board Recommendation Change, any solicitation or similar disclosure, if required by any governmental or regulatory agencythe Merger Partner Stockholder Approval has not already been obtained, shall include the Company shall provide each Stockholder entitled recommendation of Merger Partner Board that Merger Partner’s stockholders consent to vote at a special or annual meeting the adoption of Stockholders this Agreement and approval of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedMerger.

Stockholder Approval. On or prior to ten five (105) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10i) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the earlier to occur of (x) the Company’s next general stockholder meeting and (y) the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (ii) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held as soon as practicable after Closing (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxxxx Xxxxxxxx & Zxxxx LLP Schole LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxxxx Xxxxxxxx & Schole LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of in a ratio to be determined by the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market Company’s Board (such affirmative approval of above being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter as soon as practicable. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall prepare and file with the SEC andSEC, as soon promptly as possible as permitted under practicable after the applicable rules and regulations promulgated by the SECdate hereof but in no event later than July 15, provide each Stockholder of the Company with 2006, an information statement complying with (the requirements of the 1934 Act and “Information Statement”), substantially in the form that has been previously reviewed by and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form is reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP Buyers and a counsel of their choice at the expense of the Company, soliciting each not to exceed $10,000, informing the stockholders of the Company of the receipt of the consents of the requisite stockholders (the “Stockholder Consent” and the date such Stockholder's affirmative vote at Stockholder consent is effective pursuant to applicable law and regulation, the “Stockholder Meeting for approval of Consent Effective Date”) including resolutions (the "“Resolutions"”) providing for (x) approving the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities Se curities as described in the Transaction Documents and the Xxxxxxxxx Agreement, including, without limitation, the Notes, the Conversion Shares, the Warrants, the Warrant Shares and the Xxxxxxxxx Shares, in accordance with applicable law and the rules and regulations of the Principal Market Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or annual meeting of the stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the earlier to occur of (i) the date of the first meeting of the stockholders of the Company held after the Closing Date and (ii) October 31, 2006 (the “Stockholder Meeting Deadline”) soliciting each such stockholder’s affirmative vote for approval of, to the extent not previously adopted, the resolutions set forth in the Stockholder Consent (such affirmative affirmat ive approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (such without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively)(such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and sixtieth (160th) calendar quarter day after the Closing Date. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Notwithstanding the foregoing, if such Stockholder Meeting Deadline falls on a day that is not a Trading Day, then the Stockholder Meeting Deadline shall be the next succeeding Trading Day.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than June 15, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to September 15, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On The affirmative waiver or prior consent of (i) the holders of a majority of the Company’s outstanding Registrable Securities (as such term is defined in that certain Amended and Restated Registration Rights Agreement, dated as of August 15, 1999, by and among the Company, those individuals and entities set forth on the Schedule of Rights Holders attached thereto as Exhibit A and the holders of warrants to ten purchase the Company’s Series H Preferred Stock set forth on the Schedule of Warrantholders attached thereto as Exhibit B, and as further amended by that certain Notice, Waiver and Amendment of Registration Rights dated as of July 23, 2001) and (10ii) calendar days after the Closing Dateholders of a majority of the Company’s outstanding Registrable Securities (as such term is defined in that certain Investor Rights Agreement, dated as of October 31, 1997, by and among the Company shall file and those individuals and entities set forth on the Schedule of Investors attached thereto as Exhibit A and those option holders set forth on the Schedule of Option Holders attached thereto as Exhibit B, and as further amended by that certain Notice, Waiver and Amendment of Registration Rights dated as of July 23, 2001) approving the execution and delivery of the Registration Rights Agreement and waiving all piggy-back registration rights with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated respect to any registration statement filed by the SEC, provide each Stockholder Company pursuant to the Registration Rights Agreement (the “Company Registration Right Holder Consent”) is the only vote or consent of the holders of any class or series of capital stock or other equity interests of the Company with an information statement complying with required prior to the requirements First Closing. The affirmative vote or consent of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense holders of the Company informing such Stockholders a majority of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding present in person or represented by proxy at a meeting of the Company’s stockholders and entitled to vote, excluding Shares issued to Purchaser pursuant to this Agreement, pursuant to Rule 4350(i)(6) promulgated by the National Association of Securities Dealers, Inc. (the "Reverse Stock Split"“Company Stockholder Approval”) and (z) is the issuance of all only vote or consent of the Securities as described in holders of any class or series of capital stock or other equity interests of the Company necessary to approve this Agreement, the other Transaction Documents in accordance with applicable law and the rules and regulations consummation of the Principal Market (such affirmative approval being referred transactions contemplated hereby and thereby prior to herein as the "Stockholder Approval" and Second Closing. Except for the date such approval is obtained, the "Stockholder Approval Date"), Company Registration Right Holder Consent and the Company shall use its reasonable best efforts to solicit its Stockholders' approval Stockholder Approval, no vote or consent of such Resolutions and to cause the Board holders of Directors any class or series of capital stock or other equity interests of the Company is necessary to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthis Agreement, the Stockholder Approval is not obtained at other Transaction Documents and the Stockholder Meeting, consummation of the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedtransactions contemplated hereby and thereby.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing DateIn addition, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder hold a special meeting of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP stockholders (which may also be at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of stockholders) at the Company (the "Stockholder Meeting"), which shall be called as promptly as earliest practicable date after the date hereof, but in no event later than seventy-three sixty (7360) calendar days after the Closing Date (for the "purpose of obtaining Stockholder Meeting Deadline")Approval, a proxy statement, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company’s Board of Directors that such proposal be approved, soliciting each such Stockholder's affirmative vote at and the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase Company shall solicit proxies from its stockholders in connection therewith in the authorized Common Stock from 400,000,000 shares same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. Within ten (10) Business Days following the Closing Date, the Company shall file with the Commission a preliminary proxy statement to 1,000,000,000 shares (request for the "Capital Increase"), (y) a reverse stock split purpose of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "obtaining Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' obtain such Stockholder Approval. In the event Stockholder Approval (or board approval of such Resolutions and in lieu thereof following six months after the Closing Date) does not occur, the Company will be required to cause hold additional meetings at least one time every sixty (60) days until the Board of Directors earlier of the date Stockholder Approval is obtained or the Warrants are no longer outstanding, with printed and mailed proxy statements sent to shareholders for such meetings. Notwithstanding the foregoing, the Company to recommend to may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain written consent of a majority of its stockholders covering the Stockholder Approval by so long as prior to sixty (60) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Meeting Deadline. If, despite Approval shall have been filed with the SEC and delivered to stockholders of the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On The Company or prior (if the Closing has previously occurred) NewCo shall use reasonable efforts to ten amend its certificate of incorporation (10as applicable, the “Certificate Amendment”) calendar to increase the number of authorized but unissued shares of NewCo Common Stock to the greater of 500,000,000 or such number of shares of NewCo Common Stock necessary to issue the full amount of the Stock Payment under this Agreement (including, if applicable, to convert all the NewCo Series C Preferred Stock into Conversion Shares hereunder), as soon as reasonably practicable and not later than the seventy-fifth (75th) day after the Closing Date. The Company or NewCo, as applicable, shall use reasonable efforts to hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) (the “Special Meeting”) on or before November 30, 2018, or, in the case of a review by the U.S. Securities and Exchange Commission (the “SEC”), on or before December 31, 2018, for the purpose of obtaining approval of the Company or NewCo’s stockholders, as the case may be, to the Certificate Amendment (the “Stockholder Approval”), with the recommendation of the applicable Board of Directors that such proposal be approved, and the Company or NewCo, as the case may be, shall as promptly as practicable (but in no event more than 20 business days after the Closing Date, ) file a proxy statement (the Company shall file “Proxy Statement”) with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially to solicit proxies from its stockholders in connection therewith in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (same manner as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase all other management proposals in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")Proxy Statement, and the Company or NewCo, as the case may be, shall use its reasonable best efforts cause all management-appointed proxyholders to solicit its Stockholders' approval vote their proxies in favor of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutionsproposal. The Company or NewCo, as the case may be, shall be obligated to seek use reasonable efforts to obtain the Stockholder Approval by on or before the seventy-fifth (75th) calendar day following the Closing Date. If the Company or NewCo, as the case may be, does not obtain the Stockholder Meeting Deadline. IfApproval at the first meeting, despite the Company's reasonable best efforts, Company or newCo shall take all actions necessary in order to call a meeting every four (4) months thereafter to seek such stockholder approval until the earlier of the date the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval or any NewCo Series C Preferred Stock is obtainedno longer outstanding.

Stockholder Approval. On or prior to ten (10) calendar days As soon as practicable after the Closing Subscription Date, but in any event no later than one hundred twenty (120) days thereafter, the Company shall file with hold a meeting of its stockholders to seek approval of a waiver of the SEC Exchange Cap and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SECif needed, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially increase in the form authorized number of shares of Common Stock to ensure that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at number of authorized shares is sufficient to meet the expense Required Reserve Amount (approval of all such proposals, the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the “Stockholder Approval (as defined belowApproval”). In addition to the foregoing, if required by any governmental or regulatory agencyconnection with such meeting, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholder of the Company with a proxy statement in compliance with applicable SEC rules and regulations and shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommend to the Company’s stockholders that they approve such proposal(s). In the event the Company is prohibited from issuing shares of Common Stock pursuant to the conversion of the Notes and/or the exercise of the Warrants due to the Exchange Cap Limitation and the Company fails to obtain Stockholder Approval as required by this Section 4(z)(iii), then, in lieu of issuing and delivering to each Buyer seeking to exchange or convert its Purchased Securities such number of shares of Common Stock that is determined to be unavailable for issuance upon the conversion or exercise of Purchased Securities (the "Stockholder Meeting"“Exchange Cap Excess Shares”), which the Company shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable pay cash to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at Buyer the Stockholder Meeting for approval sum of resolutions (the "Resolutions") providing for (x) the increase product of (A) such number of Exchange Cap Excess Shares and (B) the greatest Closing Sale Price (as defined in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (yNotes) a reverse stock split of the Common Stock at a rate on any Trading Day during the period commencing on the date the Buyer delivers the applicable Redemption Notice (as defined in the Notes) with respect to such Exchange Cap Shares to the Company and ending on the date of one such payment under this paragraph and (1y) share of Common Stock for each two hundred and fifty to the extent the Buyer purchases (250in an open market transaction or otherwise) shares of Common Stock outstanding (to deliver in satisfaction of a sale by the "Reverse Stock Split") Buyer of Exchange Cap Excess Shares, any brokerage commissions and (z) the issuance of all other out-of-pocket expenses, if any, of the Securities as described Buyer incurred in connection therewith. For the Transaction Documents in accordance with avoidance of doubt, if the Company is required to and fails to obtain Stockholder Approval, the Exchange Cap shall be applicable law for all purposes of this Agreement and the rules and regulations transactions contemplated hereby at all times during the term of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedthis Agreement.

Stockholder Approval. On or prior to ten The Holder understands and acknowledges that (10a) calendar days after certain provisions and terms contained in the Closing DateCertificate of Designation of Preferences, Rights and Limitations of Series AAA Preferred Stock of Super League Enterprise, Inc. (the “Certificate of Designation”) regarding conversion price adjustments, (b) the availability of certain additional investment rights as set forth in Section 6 of the Subscription Agreements, and (c) the Concurrent Offering and issuance of the Exchange Shares and Sale Shares is conditioned upon, among other things, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated receipt by the SECCompany of (i) the Stockholder Approval, provide each Stockholder of (ii) the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions Series A Consent (as defined below) and of (iii) the Stockholder Approval Series AA Consent (as defined below). In addition to For purposes of this Agreement, (y) “Stockholder Approval” means the foregoing, if required receipt by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (approval, by vote or action by written consent, of a majority of the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense issued and outstanding voting securities of the Company, soliciting each such Stockholder's affirmative vote at voting on an as-converted basis, together as a single class with respect to (1) issuances of Common Stock in excess of the Stockholder Meeting for approval 19.99% or that could otherwise cause a “Change in Control” as required by the applicable Listing Rules of resolutions the Nasdaq Capital Market (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"“Listing Rules”), (y2) a reverse stock split adjustments to the conversion price of the Common Stock at a rate Series AAA Preferred pursuant to Section 7.1(a)(ii) and Section 7.1(a)(iii) of one the Certificate of Designation, and (13) share the potential sale and issuance of Common Stock for each two hundred and fifty (250) shares additional Series AAA Preferred pursuant to the exercise of Common Stock outstanding (additional investment rights set forth in Section 6 of the "Reverse Stock Split") Subscription Agreements; and (z) “Preferred Consents” means the receipt by the Company of the consent of the holders of a majority of each of the Series A Preferred (the “Series A Consent”) and the Series AA Preferred (“Series AA Consent”), each of the Series A Preferred and Series AA Preferred each voting as each series’ own class, to consent to the creation of a parity security, as well as the receipt by the Company of the consent of the holders of a majority of each series of Series AA Preferred, voting as separate classes, to the potential issuance of all securities below the conversion price floor of each respective subseries of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSeries AA Preferred.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder hold a special meeting of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP stockholders (which may also be at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of stockholders) at the Company (the "Stockholder Meeting"), which shall be called as promptly as earliest practicable date after the date hereof, but in no event later than seventy-three five (7375) calendar days after the Closing Date (for the "purpose of obtaining Stockholder Meeting Deadline")Approval, a proxy statement, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company’s Board of Directors that such proposal be approved, soliciting each such Stockholder's affirmative vote at and the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase Company shall solicit proxies from its stockholders in connection therewith in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. Within twenty (20) Business Days following the "Capital Increase")Closing Date, (y) the Company shall file with the Commission a reverse stock split preliminary proxy statement for the purpose of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "obtaining Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' obtain such Stockholder Approval. In the event Stockholder Approval (or board approval of such Resolutions and in lieu thereof following six (6) months after the Closing Date) does not occur, the Company will be required to cause hold additional meetings at least once every sixty (60) days until the Board of Directors earlier of the date Stockholder Approval is obtained or the Warrants are no longer outstanding, with printed and mailed proxy statements sent to stockholders for such meetings. Notwithstanding the foregoing, the Company to recommend to may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain written consent of a majority of its stockholders covering the Stockholder Approval by so long as prior to seventy-five (75) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Meeting Deadline. If, despite Approval shall have been filed with the Commission and delivered to stockholders of the Company's reasonable best efforts, . “Stockholder Approval” shall mean those actions set forth in the definition of “Stockholder Approval is not obtained at Approval” in the Stockholder Meeting, Series A Warrants and the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSeries B Warrants.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under If required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions Eligible Market (as defined below) and of the Stockholder Approval (as defined belowor any successor entity). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at hold a special or meeting of stockholders (which may also be at the annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called stockholders) as promptly soon as practicable after the date hereofpracticable, but in no event later than seventy-three five (7375) days following the date on which two (2) conversions of Preferred Shares by the Buyers would require approval of the Company’s stockholders pursuant to the rules and regulations of the Eligible Market, for the purpose of obtaining the Stockholder Approval (as defined below); provided, however, such date shall be increased by an additional thirty (30) calendar days after in the Closing Date (event that the "Stockholder Meeting Deadline")Company receives comments to its proxy statement from the SEC, a proxy statement, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company’s board of directors that such proposal be approved, soliciting each and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such Stockholder's affirmative proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every three (3) months thereafter to seek Stockholder Meeting for Approval until the date the Stockholder Approval is obtained. Prior to any such stockholder meeting, the Company shall timely file a proxy statement pursuant to Section 14(a) of the 1934 Act in compliance in all material respects with the provisions of its Bylaws and all applicable law. The Company shall not be required to issue any Conversion Shares if such issuance would cause the Company to be required to obtain the Stockholder Approval either pursuant to the rules and regulations of the Trading Market or otherwise until such Stockholder Approval has been obtained. As used herein, “Stockholder Approval” means the approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split such number of the Common Stock at a rate holders of one (1) share of Common Stock for each two hundred and fifty (250) the outstanding shares of Common Stock outstanding (the "Reverse Stock Split") Company’s voting securities as required by its Bylaws and (z) the Nevada Revised Statutes, to ratify and approve all of the transactions contemplated by the Transaction Documents, including the issuance of all of the Securities Securities, all as described in may be required by the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Eligible Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"or any successor entity), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the seventy-fifth (75th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than August 15, 2023 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to November 1, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the 21.1 The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be called held as promptly soon as practicable after reasonably possible following the date hereofmailing of the proxy statement to the stockholders of the Company in respect thereof (the “Proxy Statement”), but in no event not later than seventy-three (73) calendar business days after prior to April 29, 2016, unless such date is extended in the Closing Date (sole discretion of the "Company or the Investors pursuant to Section 4.1(b), in which case the Stockholder Meeting Deadline"shall be held not later than three business days prior to May 31, 2016 (three business days prior to April 29, 2016 or May 31, 2016, as applicable, being referred to herein as the “Stockholder Meeting Outside Date”), a proxy statementcopy of the Proxy Statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") a proposal providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split issuance of the Common Stock at a rate of one (1) share of Common Stock for Subsequent Closing Shares and Subsequent Closing Warrants and such other matters relating thereto as the Investors may reasonably request, in each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described case in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Nasdaq Stock Market LLC, the Articles of Incorporation of the Company, the Bylaws of the Company and applicable law (such affirmative approval being referred to herein as collectively, the "“Stockholder Approval" ”, and the date such approval the Stockholder Approval is obtained, the "“Stockholder Approval Date"”). As reasonably promptly as practicable after execution of this Agreement, but in no event later than January 25, 2016, the Company shall, in consultation with the Investors, prepare and file with the Securities Exchange Commission (the “Commission”), the preliminary Proxy Statement and related proxy materials in compliance with Section 14 of the Exchange Act. As reasonably promptly as practicable after comments, if any, are received from the Commission thereon and after the furnishing by the Company and the Investors of all information required to be contained therein, the Company shall, in consultation with the Investors, prepare and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend file any required amendments to the Stockholders that they approve Proxy Statement with the ResolutionsCommission. The Company shall be obligated to seek to obtain notify the Stockholder Approval Investors reasonably promptly of the receipt of any comments from the Commission or its staff and of any request by the Stockholder Meeting DeadlineCommission or its staff for amendments or supplements to the Proxy Statement or for additional information and shall consult with the Investors regarding, and supply the Investors with copies of, all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If, despite Prior to filing or mailing the Company's reasonable best efforts, initial Proxy Statement or any proposed amendment of or supplement to the Stockholder Approval is not obtained at the Stockholder MeetingProxy Statement, the Company shall cause an additional provide the Investors a reasonable opportunity to review and comment on such document and shall incorporate therein any reasonable comments of the Investors thereto. The Company shall use its best efforts to have the Proxy Statement cleared by the Commission and shall thereafter mail to the stockholders of the Company as reasonably promptly as possible the Proxy Statement and all other proxy materials for the Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedMeeting.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall prepare and file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three twenty (7320) calendar days after the Closing Date date hereof, an information statement (the "Stockholder Meeting Deadline"“Information Statement”), a proxy statementsubstantially in the form that has been previously reviewed and reasonably approved by the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at with the Stockholder Meeting for approval Company obligated to reimburse the expenses of resolutions Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $10,000, informing the stockholders of the Company of the receipt of the irrevocable consents of the requisite stockholders (the "Resolutions"“Stockholder Consent”) providing for (x) the increase amendment and restatement of the Certificate of Incorporation and Bylaws of the Company in the authorized Common Stock from 400,000,000 shares forms attached to 1,000,000,000 shares (the "Capital Increase"), Stockholder Consent and previously delivered to the Buyers and (y) a reverse stock split the approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in compliance with Nasdaq Rule 5635(d) (the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such the Information Statement is initially effective (or the Company otherwise obtains the approval is obtainedof its stockholders at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”) to resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with Nasdaq Rule 5635(d)), respectively, the "“Stockholder Approval Date"”). If an Information Statement is not effective by February 28, 2018, the Company shall prepare and file with the SEC a preliminary proxy statement, substantially in the form that has been previously reviewed and reasonably approved by the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $10,000, with respect to a Stockholder Meeting, which shall be promptly called and held not later than March 15, 2018 (the “Stockholder Meeting Deadline”) soliciting each such stockholder’s affirmative vote for the approval of the Stockholder Resolutions, and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to June 15, 2018. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior Penthouse and other Company stockholders holding in excess of 50% of the outstanding shares of Company Common Stock have provided the Company with irrevocable and unconditional written approvals and consents to ten all of the Transactions, including, without limitation (i) the transactions contemplated by the GMI Stock Purchase Agreement, (ii) consummation of the iBill Acquisition, (iii) an amendment to the Certificate of Incorporation of the Company that, inter alia, shall increase the authorized Common Stock to 250.0 million shares of Common Stock, (iv) the sale and issuance of the 10% Notes, the Warrants, the Series E Preferred Stock, the Series F Senior Preferred Stock, the Series G Preferred Stock, and the other Warrant Shares, and (v) calendar days after all of the related transactions described herein (the “Stockholder Approval”). The term “Stockholder Approval” shall also include the filing and approval of a listing application for the additional shares of the Company’s Common Stock to be issued upon conversion of the 10% Notes, the Series E Preferred Stock, the Series F Senior Preferred Stock and the Series G Preferred Stock, in accordance with the rules of the AMEX. Such Stockholder Approval, in lieu of a special meeting of stockholders, are permissible under Delaware corporate law and pursuant to Section 705 and Section 712 of the rules and regulations of the AMEX. Following the Closing Date, the Company shall file with the SEC andwill, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (Securities Exchange Act of 1934, as defined below) and amended, file a Form 14C Information Statement with the SEC, describing the Transactions and, upon approval of such Information Statement, mail same to the Company stockholders. No further vote or approval is required of Company stockholders receiving such Information Statement. Accordingly, it is anticipated that the “Stockholder Approval” condition to the rights of holders of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency10% Notes, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of Series E Preferred Stock, the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Series F Senior Preferred Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (Series G Preferred Stock to convert such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")Securities into Common Stock, and the Company shall use its reasonable best efforts rights of holders of Warrants and other warrants to solicit its Stockholders' approval of exercise such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall Securities will be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.on or before November 30,

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar 74 days after the Initial Closing Date (the "Stockholder Meeting Deadline"), a proxy statementstatement (the "Proxy Statement"), in a form reasonably acceptable to the Investors Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (xi) the increase in the authorized number of shares of Common Stock from 400,000,000 shares of the Company to 1,000,000,000 shares 800,000,000 and (the "Capital Increase"), (yii) a reverse stock split of the Common Stock at a rate ratio of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market 200 to 1 (such affirmative approval being referred to herein as the "Authorized Share Stockholder Approval" and the date such approval is obtained, the "Authorized Share Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall file the preliminary Proxy Statement with the SEC as soon as practicable after the date hereof, but in no event later than twenty (20) days after the Initial Closing. The Company shall be obligated to seek to obtain the Authorized Share Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Authorized Share Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every thirty (30) days thereafter until the Authorized Share Stockholder Approval is obtained. No later than one (1) Trading Day following the Authorized Share Stockholder Approval, the Company shall file with the Secretary of State of Nevada a certificate of amendment to the Company's Articles of Incorporation to effect the Authorized Share Stockholder Approval, which certificate of amendment shall provide that it shall become immediately effective upon filing (such filing, the "Amendment Filing", and the occurrence of both the Authorized Share Stockholder Approval and the Amendment Filing, the "Increased Shares Amendment"). The date on which the Increased Shares Amendment becomes effective is referred to herein as the "Authorized Share Increase Date". As used herein, "Authorized Share Increase Deadline" means the date seventy-five (75) days following the Initial Closing.

Stockholder Approval. On The Company shall include a proposal in a preliminary proxy statement on Schedule 14A seeking stockholder approval filed no later than November 7, 2024, with a definitive proxy including such proposal distributed as soon as practicable thereafter, to allow the Company to settle the exercise of any Amended Warrants and any Warrants (as defined in the August 2024 Purchase Agreement) issued or prior issuable pursuant to ten the terms of the August 2024 Purchase Agreement and the conversions of any Notes (10as defined in the Indenture), including any New Notes and any New Notes (as defined in the August 2024 Purchase Agreement) calendar days after issued or issuable pursuant to the Closing Dateterms of this Agreement or the August 2024 Purchase Agreement in accordance with the Indenture without giving effect to the provisions of Section 5.07 of the Indenture and issue shares pursuant to the Indenture, the Warrants and the Amended Warrants in each case on account of the above referenced securities (the “Stockholder Approval”). The Company shall use commercially reasonable efforts to secure Stockholder Approval, including by including the recommendation of the Company’s Board of Directors that such proposal is approved and the solicitation by the Company of proxies from its stockholders in connection therewith in the same manner as it does for management proposals in other Company proxy statements, and the voting of proxies of all management appointed proxyholders in favor of such proposal. If the Company does not obtain the Stockholder Approval at such meeting, the Company shall file with call a special meeting of stockholders each ninety (90) days thereafter at least two times, and thereafter at each subsequent annual meeting seek Stockholder Approval until the SEC and, as soon as possible as permitted earlier of the date on which (i) Stockholder Approval is obtained or (ii) the securities referenced above are no longer outstanding and not subject to issuance under the applicable rules terms of this Agreement and regulations promulgated by the SEC, provide each Stockholder August 2024 Purchase Agreement. Shares of Common Stock issued upon conversion or exercise of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of securities referenced above prior to the Company informing such Stockholders of the actions taken obtaining Stockholder Approval shall not be entitled to vote in accordance with the Resolutions (as defined below) and favor of the Stockholder Approval (except as defined below). In addition to the foregoing, if required permitted by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedNasdaq.

Stockholder Approval. On or prior to ten (10a) calendar days after Promptly following the Closing Dateexecution of this Agreement, the Company shall obtain and file with the SEC andSecretary of Company (with a copy to be delivered to Parent) the Stockholder Written Consent providing the Stockholder Approval, as soon as possible as permitted under which shall also include and constitute the applicable rules and regulations promulgated irrevocable approval by the SECPrincipal Stockholders of, provide each Stockholder and of the officers and directors of, the Company that are record owners of shares of Company Capital Stock: (i) the escrow and indemnification obligations of the Company with an information statement complying with Indemnifying Parties set forth in Article VIII and the requirements deposit of cash equal to (A) if applicable, the Working Capital Escrow Amount into the Working Capital Escrow Account and (B) the Escrow Amount into the Escrow Account, (ii) the allocation of the 1934 Act Merger Consideration and substantially the Escrow Amount as set forth in this Agreement and (iii) the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense appointment of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (Jxxx Xxxxxx as defined below) and of the Stockholder Approval (as defined below)Representative. In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereofpromptly, but in no event later than seventy-three ten (7310) calendar days after the Closing Date date of this Agreement: (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable i) mail notice to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense Company Stockholders of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares Approval pursuant to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with the applicable law provisions of Delaware Law and its charter documents (the “Stockholder Notice”); and (ii) cause the Merger, the adoption of this Agreement and the rules Transactions, including the escrow, indemnification and regulations Stockholder Representative arrangements described above, to be submitted to all such remaining Company Stockholders for their approval and adoption by written consent pursuant to the Stockholder Written Consent, if required by Delaware Law and its charter documents. The Board shall not alter, modify, change or revoke its unanimous approval of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" Merger, this Agreement and the date such approval is obtainedTransactions and its unanimous recommendation to the Company Stockholders to vote in favor of the Merger, the "Stockholder Approval Date"), adoption of this Agreement and the Company shall use its reasonable best efforts to solicit its Stockholders' approval Transactions, other than in accordance with the provisions of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSection 5.2.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called as promptly as practicable after and held not later than one hundred eighty (180) days from the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date of this Agreement (the "“Stockholder Meeting Deadline"”), a proxy statement, substantially in a form reasonably acceptable to which shall have been previously reviewed by the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP Holder’s counsel, at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities Conversion Shares and Stock Payment Shares as described in the Transaction Documents A&R Debenture in accordance with applicable law and the rules and regulations of the Principal Market (as defined in the A&R Debenture) and without any limitation on the number of Conversion Shares or Stock Payment Shares that may be issued thereunder (such affirmative approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held once in each calendar quarter subsequent six-month period thereafter while the Debenture is outstanding until such Stockholder Approval is obtained; provided, however, that the Company shall have no obligation to seek Stockholder Approval more than three (3) times.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingforty-fifth (45th) calendar day after the date hereof (or, if required such filing is delayed by any governmental a court or regulatory agency, in no event later than 90 calendar days after the Company shall date hereof), an information statement with respect thereto or (y) provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar days after the Closing Date March 31, 2022 (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Holder and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities (as described defined in the Transaction Documents Securities Purchase Agreement after giving effect to the amendments hereunder) in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on exercise set forth in the Warrants) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to June 30, 2022. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Shares and other Securities previously issued by the Company, plus (ii) the remaining number of Securities into which the outstanding Securities are then convertible, exchangeable or exercisable (without regard to any limitation), is greater than fifty percent (50%) of the any exchange or issuance cap applicable by the Principal Market, then upon the request of the holders of at least a majority of amount or number of any class of Securities outstanding, the Company shall solicit approval by the Company’s stockholders of the Company’s issuance of all of the Securities, as set forth in the Transaction Documents in accordance with the rules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall file with the SEC and, a preliminary version of the proxy statement to be provided by the Company to its stockholders in connection with soliciting Stockholder Approval as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereofpossible, but in no event later than seventy-three twenty (7320) calendar days after the Closing Stockholder Approval Triggering Date (the "Stockholder Meeting Deadline"“Proxy Statement Filing Due Date”), and each Investor, as well as one counsel selected by the holders of a majority of the aggregate principal amount or number of each class of Security then outstanding, shall be entitled to review, prior to filing with the SEC, such proxy statement, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in a form reasonably acceptable order to make the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense statements therein, in light of the Companycircumstances under which they were made, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutionsnot misleading. The Company shall be obligated to seek to obtain hold a meeting of its stockholders as soon as possible but in no event later than sixty (60) days after the Stockholder Approval Triggering Date (the “Stockholder Meeting Deadline”). If the Company fails to file the proxy statement referred to above by the Proxy Statement Filing Due Date or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of each class of Security then outstanding an additional amount in cash equal to the product of (i) the aggregate principal or subscription amount of all Securities held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and prior to the date that the proxy statement referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the proxy statement or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Proxy Statement Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Stockholder Approval. On or prior to ten (10) calendar days As soon as practicable after the Closing Datedate on which the Company has issued the maximum number of shares of Common Stock under the Exchange Cap, but in any event no later than seventy-five (75) days thereafter, the Company shall file with hold a meeting of its stockholders to seek approval of a waiver of the SEC Exchange Cap and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SECif needed, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially increase in the form authorized number of shares of Common Stock to ensure that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at number of authorized shares is sufficient to meet the expense Required Reserve Amount (approval of all such proposals, the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the “Stockholder Approval (as defined belowApproval”). In addition to the foregoing, if required by any governmental or regulatory agencyconnection with such meeting, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholder of the Company with a proxy statement in compliance with applicable SEC rules and regulations and shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommend to the Company’s stockholders that they approve such proposal(s). In the event the Company is prohibited from issuing shares of Common Stock pursuant to the conversion of the Notes due to the Exchange Cap Limitation, then, in lieu of issuing and delivering to each Buyer seeking to exchange or convert its Notes such number of shares of Common Stock that is determined to be unavailable for issuance upon the conversion or exercise of Notes (the "Stockholder Meeting"“Exchange Cap Excess Shares”), which the Company shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable pay cash to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at Buyer the Stockholder Meeting for approval sum of resolutions (the "Resolutions") providing for (x) the increase product of (A) such number of Exchange Cap Excess Shares and (B) the greatest Closing Sale Price (as defined in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (yNotes) a reverse stock split of the Common Stock at a rate on any Trading Day during the period commencing on the date the Buyer delivers the applicable Redemption Notice (as defined in the Notes) with respect to such Exchange Cap Shares to the Company and ending on the date of one such payment under this paragraph and (1y) share of Common Stock for each two hundred and fifty to the extent the Buyer purchases (250in an open market transaction or otherwise) shares of Common Stock outstanding (to deliver in satisfaction of a sale by the "Reverse Stock Split") Buyer of Exchange Cap Excess Shares, any brokerage commissions and (z) other out-of-pocket expenses, if any, of the Buyer incurred in connection therewith. For the avoidance of doubt, if the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (Common Stock pursuant to this Agreement; provided, that if such affirmative approval being referred to herein as the "Stockholder Approval" and the date such stockholder approval is not obtained, the "Stockholder Approval Date"), Exchange Cap shall be applicable for all purposes of this Agreement and the Company shall use its reasonable best efforts to solicit its Stockholders' approval transactions contemplated hereby at all times during the term of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedthis Agreement (except as set forth in Section 4(z)(iv).

Stockholder Approval. On or prior The Company acknowledges that it only has sufficient authorized capital to ten issue the Securities (10) calendar days after and the Closing Datewarrants to be issued to the Company's placement agent in connection with the issuance of the Securities as set forth on Schedule 4.20 hereof). Accordingly, the Company hereby covenants not to issue any additional shares of Common Stock or Common Stock Equivalents or to take any action that would result in the issuance of any Anti-Dilution Shares or Warrant Shares prior to taking any and all necessary action to increase its authorized capital to provide for the issuance of any such additional shares of Common Stock or Common Stock Equivalents (including the Anti-Dilution Shares and additional Warrant Shares issuable as a result thereof). The Company shall file obtain, on or before January 14, 2004, approval of the Company's stockholders, in accordance with the SEC and, and as soon as possible as permitted under the may be required by New Jersey law and any applicable rules and or regulations promulgated by of the SECOTCBB, provide each Stockholder to increase the authorized capital of the Company with an information statement complying with to a sufficient number to enable the requirements of the 1934 Act Company to issue any and substantially in the form all Anti-Dilution Shares and additional Warrant Shares that has been previously reviewed and approved by may from time to time become issuable to the Investors and Sxxxxxx Rxxx & Zxxxx LLP at pursuant to this Agreement or the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Warrants (the "Stockholder MeetingApproval"), which . The Company shall be called as furnish to each Investor and its legal counsel promptly as practicable after the date hereof, (but in no event later less than seventy-three two (732) calendar days after Business Days) before the Closing Date (same is filed with the "Stockholder Meeting Deadline")SEC, a proxy statement, in a form reasonably acceptable one copy of the information statement relating to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")and any amendment thereto, and the Company shall use its reasonable best efforts deliver to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors each Investor promptly each letter written by or on behalf of the Company to recommend the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such information statement (other than any portion thereof which contains information for which the Stockholders that they approve Company has sought confidential treatment). The Company will promptly (but in no event more than three (3) Business Days) respond to any and all comments received from the ResolutionsSEC (which comments shall promptly be made available to each Buyer). The Company shall be obligated to seek to obtain comply with the filing and disclosure requirements of Section 14 under the 1934 Act in connection with the Stockholder Approval Approval. The Company represents and warrants that its Board of Directors has approved the proposal contemplated by this Section 7.12 and shall indicate such approval in the information statement used in connection with the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedApproval.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC anduse reasonable best efforts to, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but and in any case no event later than seventy-three the earlier to occur of (73i) calendar one hundred eighty days (180 days) after November 6, 2023, or (ii) the first annual meeting of stockholders to take place after the Closing Amendment No. 3 Effective Date (the "“Stockholder Meeting”) to cause to be presented to the Company’s stockholders for the approval at such meeting, and recommend the approval of the Requisite Stockholder Approvals (as defined below). The Company will prepare and file with the SEC a proxy statement to be sent to the Company’s stockholders in connection with the Stockholder Meeting Deadline"(the “Proxy Statement”), a proxy statement, in a form reasonably acceptable to . The Proxy Statement shall include the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at Board of Directors’ recommendation that the expense holders of shares of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized ’s Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split vote in favor of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (Requisite Stockholder Approvals. If the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Requisite Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is Approvals are not obtained at or prior to the Stockholder Meeting, the Company shall cause an additional will hold a special meeting of the stockholders of the Company for the purposes of obtaining such Requisite Stockholder Approvals no less often than every ninety (90) days following the date of the Stockholder Meeting until the Requisite Stockholder Approvals are obtained, and the Board of Directors will recommend that the holders of shares of the Company’s Common Stock vote in favor of the Requisite Stockholder Approvals at each such meeting. For purposes of this Agreement, “Requisite Stockholder Approvals” means the Requisite 5635(b) Stockholder Approval and the Requisite 5635(d) Stockholder Approval; provided, however, that, in each case, the applicable Requisite Stockholder Approval will be deemed to be held each calendar quarter thereafter until obtained if, due to any amendment or binding change in the interpretation of the applicable listing standards of the Nasdaq Capital Market, such stockholder approval is no longer required for the Company to issue shares Common Stock pursuant to the Notes and the Warrants. “Requisite 5635(b) Stockholder Approval is obtained.Approval” means the stockholder approval contemplated by Nasdaq Listing Rule 5635(b) with respect to the issuance of shares of Common

Stockholder Approval. On If the Common Stock is listed on an Eligible Market other than the Principal Market (the “New Principal Market”) and the issuance of the Common Shares, Conversion Shares, the Interest Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or prior to ten (10) calendar days after regulations of the Closing DateNew Principal Market, then the Company shall file with obtain the SEC and, approval of its stockholders as soon as possible as permitted under required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements New Principal Market for issuances of the 1934 Act Conversion Shares, Warrant Shares and substantially Interest Shares in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below)amount. In addition to the foregoing, if required by any governmental or regulatory agencyAt such time, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar 75 days after the Closing Date earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, any limitation imposed by the New Principal Market on the issuance of Conversion Shares or Warrant Shares (the "“Stockholder Meeting Deadline"”), a proxy statement, substantially in a the form reasonably acceptable to which has been previously reviewed by the Investors after review by Buyers and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market (and such affirmative approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every six (6) months thereafter until such Stockholder Approval is obtainedobtained or the Notes are no longer outstanding.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under If required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Eligible Market (or any successor entity), the Company with an information statement complying with the requirements shall hold a special meeting of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP stockholders (which may also be at the expense annual meeting of stockholders) as soon as practicable, but in no event later than August 15, 2024, for the Company informing such Stockholders purpose of the actions taken in accordance with the Resolutions (as defined below) and of obtaining the Stockholder Approval (as defined below); provided, however, such date shall be extended by thirty (30) calendar days in the event that the Company receives comments to its preliminary proxy statement from the SEC, with the recommendation of the Company’s board of directors that such proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. In addition to If the foregoing, if required by any governmental or regulatory agencyCompany does not obtain Stockholder Approval at the first meeting, the Company shall provide each call a meeting every three (3) months thereafter to seek Stockholder entitled Approval until the date the Stockholder Approval is obtained. Prior to vote at any such stockholder meeting, the Company shall timely file a special or annual meeting of Stockholders proxy statement pursuant to Section 14(a) of the 1934 Act in compliance in all material respects with the provisions of its Bylaws and all applicable law. The Company (shall not be required to issue any Conversion Shares if such issuance would cause the "Company to be required to obtain the Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable Approval either pursuant to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at rules and regulations of the expense Trading Market or otherwise until such Stockholder Approval has been obtained. As used herein, “Stockholder Approval” means the approval of such number of the holders of the outstanding shares of the Company’s voting securities as required by its Bylaws and the Nevada Revised Statutes, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split ratify and approve all of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (transactions contemplated by the "Reverse Stock Split") and (z) Transaction Documents, including the issuance of all of the Securities, all as may be required by the applicable rules and regulations of the Eligible Market (or any successor entity). The Company and the Buyers hereby agree that Section 4(z) of the Securities Purchase Agreement dated as described in of March 25, 2024, between the Transaction Documents in accordance with applicable law Company and the Buyers is hereby amended to replace the words “seventy-five (75) days following the date on which two (2) conversions of Preferred Shares by the Buyers would require approval of the Company’s stockholders pursuant to the rules and regulations of the Principal Market (such affirmative approval being referred to herein as Eligible Market” with the "Stockholder Approval" and the date such approval is obtainedwords “August 15, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained2024.”

Stockholder Approval. On or prior to ten The Company shall either (10i) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the earlier to occur of (x) the Company’s next general stockholder meeting and (y) the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing) (the "“Stockholder Consent Deadline”), an information statement with respect thereto or (ii) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than July 31, 2023 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") from 100 million to 200 million and (zy) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to September 30, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company with an information statement complying with the requirements or (y) a special meeting of stockholders of the 1934 Act Company (the “Stockholder Meeting”), which shall be promptly called and held not later than June 26, 2013 (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the a form that has which shall have been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP Xxxxxxxxx Xxxxxxx LLP, at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no any event later than seventy-three (73) calendar days after such expense not to exceed $10,000 without the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense prior written approval of the Company, ; soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the Company's (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market and (y) unless approved by the stockholders of the Company prior to such date, a reverse stock split of the Common Stock of the Company of at least one (1) share of Common Stock for every five (5) shares of Common Stock (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held once in each of the three subsequent calendar quarter quarters thereafter until such Stockholder Approval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On (i) If the Common Stock is listed on an Eligible Market (as defined in the Registration Rights Agreement) other than the Principal Market (the "NEW PRINCIPAL MARKET") and the issuance of the Conversion Shares, Warrant Shares and Common Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company's obligations under the rules or prior to ten (10) calendar days after regulations of the Closing DateNew Principal Market, then the Company shall file with obtain the SEC and, approval of its stockholders as soon as possible as permitted under required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements New Principal Market for issuances of the 1934 Act Conversion Shares, Warrant Shares and substantially Common Shares in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below)amount. In addition to the foregoing, if required by any governmental or regulatory agencyAt such time, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder MeetingSTOCKHOLDER MEETING"), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar 75 days after the Closing Date earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, any limitation imposed by the New Principal Market on the issuance of Conversion Shares, Warrant Shares or Common Shares (the "Stockholder Meeting DeadlineSTOCKHOLDER MEETING DEADLINE"), a proxy statement, substantially in a the form reasonably acceptable to which has been previously reviewed by the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxxx Xxxx & Zxxxx LLP Xxxxx LLP, at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market (and such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval DateSTOCKHOLDER APPROVAL"), and the Company shall use its reasonable best efforts to (i) solicit its Stockholdersstockholders' approval of such Resolutions resolutions and to (ii) cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every six (6) months thereafter until such Stockholder Approval is obtainedobtained or the Notes and the Warrants are no longer outstanding.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Initial Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than April 1, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively, assuming all Additional Notes have been issued hereunder and all adjustments with respect to such issuances shall have been made to the Warrants, as applicable) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to June 30, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every three months thereafter until such Stockholder Approval is obtained. To the extent the Company obtains the Stockholder Approval through the written consent of the Company’s stockholders, solely for purposes of issuance of the First Additional Mandatory Closing Notice, Stockholder Approval shall be deemed to have been received upon the mailing of the definitive information statement to the stockholders pursuant to Regulation 14C of the 1934 Act with the SEC.

Stockholder Approval. On If on any date following the Closing Date (the “Stockholder Approval Triggering Date”) the sum of (i) the number of Conversion Shares and Warrant Shares previously issued by the Company, plus (ii) the remaining number of Conversion Shares and Warrant Shares issuable under the Note and Warrant (without regard to any limitations on beneficial ownership or prior to ten on the amount which may be converted, exercised or exchanged) is greater than seventy-five percent (1075%) calendar days of the Maximum Share Issuance (as defined in the Note), then the Company shall hold a meeting of the Company’s stockholders (“Stockholder Meeting) at the earliest practical date after the Stockholder Approval Triggering Date and shall propose and solicit a vote of or written consent by the requisite number of stockholders of the Company under applicable corporate law, in accordance with the Company’s Certificate of Incorporation and By-Laws, and in accordance with the applicable rules and regulations of Nasdaq and the SEC, which approves the transactions contemplated hereby, including the issuance of any and all Conversion Shares and Warrant Shares equal to and in excess of twenty percent (20%) of the Common Stock and voting power of the Company outstanding before the Closing Date (“Stockholder Approval”). Within thirty (30) days following the Stockholder Approval Triggering Date, the Company shall file with the SEC andand deliver to its stockholders a notice of meeting and proxy statement or information circular, as soon as possible as permitted under the applicable rules and regulations promulgated required by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing respect to such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), which contains a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the proposal seeking Stockholder Approval. Such Stockholder Meeting for approval of resolutions shall occur within sixty (60) days following the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval filing of such Resolutions and to cause the proxy statement or information circular. The Board of Directors of the Company to shall recommend to the Stockholders Company’s stockholders that they approve such proposal be approved, which recommendation shall be contained in such proxy statement or information circular, and the ResolutionsCompany shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement (or as typically solicited by management for management proposals), and all management-appointed proxy holders shall vote their proxies in favor of such Stockholder Approval. The Company Purchaser and its counsel shall be obligated entitled to seek review such proxy statement or information circular prior to filing with the SEC, and such proxy statement or information circular shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company does not obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the first such Stockholder Meeting, the Company shall cause an additional call a Stockholder Meeting every four months thereafter to be held each calendar quarter thereafter seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtainedobtained or no Securities remain outstanding. If the Company fails to (i) file the proxy statement or information circular referred to above or (ii) hold the Stockholder Meeting referred to above, in each case prior to the date by which such filing or meeting is required above, then such failure shall constitute an Event of Default under the Note, and the Purchaser shall have the right to compel the Company to redeem the Warrant at the value of such Warrant determined using the Black-Scholes Option Pricing Model via Bloomberg, provided that such Warrant valuation shall not exceed $250,000.

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, Warrant Shares and Interest Shares (as defined in the Notes) previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Notes are then convertible (without regard to any limitation on conversion), plus (iii) the remaining number of Warrant Shares into which the outstanding Warrants are then exercisable (without regard to any limitation on exercise), is greater than fifty percent (50%) of the Exchange Cap (as defined in the Notes), then the Company shall solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares and Warrant Shares, as set forth in this Agreement, the Notes and the Warrants in accordance with the rules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Company’s Board of Directors that such proposal be approved. The Company shall file with the SEC anda preliminary version of the proxy statement to be provided by the Company to its stockholders in connection with soliciting Stockholder Approval as soon as possible, but in no event later than thirty (30) days after the Stockholder Approval Triggering Date (the “Proxy Statement Filing Due Date”), and each Buyer and a counsel of its choice shall be entitled to review, prior to filing with the SEC, such proxy statement, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall hold a meeting of its stockholders as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three five (7375) calendar days after the Closing Stockholder Approval Triggering Date (the "“Stockholder Meeting Deadline"”), a . If the Company fails to file the proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being statement referred to herein as above by the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use Proxy Statement Filing Due Date or fails to hold a meeting of its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Notes an additional amount in cash equal to the product of (i) the aggregate principal amount of all Notes held by such holder, multiplied by (ii) .02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and prior to the date that the proxy statement referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the proxy statement or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Proxy Statement Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall prepare and file with the SEC andSEC, as soon promptly as possible as permitted under practicable after the applicable rules and regulations promulgated by the SECdate hereof but in no event later than February 28, provide each Stockholder of the Company with 2010, an information statement complying with (the requirements of the 1934 Act and "Information Statement"), substantially in the form that has been previously reviewed by and approved by is reasonably acceptable to the Investors and Sxxxxxx Rxxx & Zxxxx LLP at Buyers, informing the expense stockholders of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and receipt of the Stockholder Approval (as defined below). In addition consents, in form and substance reasonably acceptable to the foregoingBuyers, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company requisite stockholders (the "Stockholder Meeting"), which shall be called as promptly as practicable after Consent" and the date hereofsuch Stockholder consent is effective pursuant to applicable law and regulation, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting DeadlineConsent Effective Date"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of ) including resolutions (the "Resolutions") providing for (x) approving the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or annual meeting of the stockholders of the Company (the "Stockholder Meeting"), which shall be promptly called and held not later than the earlier to occur of (i) the date of the first meeting of the stockholders of the Company held after the Closing Date and (ii) June 30, 2010 (the "Stockholder Meeting Deadline") soliciting each such stockholder's affirmative vote for approval of, to the extent not previously adopted, the resolutions set forth in the Stockholder Consent (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable ’s best efforts, efforts the Stockholder Shareholder Approval is not obtained at on or prior to the Stockholder MeetingShareholder Meeting Deadline, the Company shall cause an two additional Stockholder Meeting Shareholder Meetings to be held each calendar quarter year thereafter until Stockholder such Shareholder Approval is obtained.

Stockholder Approval. On or prior to ten The parties recognize that certain aspects of the transactions contemplated hereby (10) calendar days after the Closing Date“AMEX Provisions”), including the weighted average anti-dilution provisions of the Notes and the provision allowing the Company shall file with in certain circumstances to use stock for redemption of the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated Notes require approval by the SEC, provide each Stockholder stockholders of the Company with an information statement complying with for such provisions to be effective. The Company shall provide each stockholder entitled to vote at either (x) the requirements next annual meeting of stockholders of the 1934 Act Company or (y) a special meeting of stockholder of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 75 days following the Closing (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form that which has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP counsel to Portside, at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition not to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Companyexceed $15,000, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (xi) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities AMEX Provisions as described in the Transaction Documents and (ii) an increase in the authorized number of shares of Common Stock so that 130% of the aggregate maximum number of shares of Common Stock initially issuable upon conversion of the Notes and exercise of the Warrants can be reserved for issuance, in both cases, in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its commercially reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions (including the hiring of a nationally recognized proxy solicitation firm) and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s commercially reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an up to two additional Stockholder Meeting Meetings to be held held, one in each of the two calendar quarter quarters thereafter until (and the Company shall hire a nationally recognized proxy solicitation firm for each such Stockholder Approval is obtainedMeeting), to obtain such Stockholder Approval.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the 45th calendar day after the Closing Date, an information statement with respect thereto (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than May 11, 2019 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities and the shares of Common Stock issuable upon conversion (or otherwise pursuant to the terms of) the Existing Notes (as described defined in the Transaction Documents Notes), in accordance each case, in compliance with applicable law and the rules and regulations of the Principal Market (such without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively)(such affirmative approval being referred to herein as the "“Stockholder Approval" ,” and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to August 15, 2019. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10a) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be called held as promptly soon as practicable after reasonably possible following the date hereofmailing of the proxy statement to the stockholders of the Company in respect thereof (the “Proxy Statement”), but in no event not later than seventy-three the later of (73i) calendar days after September 15, 2023 or, (ii) if the Closing Date Commission notifies the Company that it will review the preliminary Proxy Statement, November 14, 2023 (the "“Stockholder Meeting Deadline"Outside Date”), a proxy statementcopy of the Proxy Statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") a proposal providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split issuance of the Common Stock at a rate of one (1) share of Common Stock for Subsequent Closing Shares and Subsequent Closing Warrants and such other matters relating thereto as the Purchasers may reasonably request, in each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described case in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Nasdaq Stock Market LLC, the Company’s certificate of incorporation and bylaws, and applicable law (such affirmative approval being referred to herein as collectively, the "“Stockholder Approval" ”, and the date such approval the Stockholder Approval is obtained, the "“Stockholder Approval Date"”). As reasonably promptly as practicable after execution of this Agreement, the Company shall, in consultation with the Purchasers with respect to the Stockholder Approval, prepare and file with the Commission, the preliminary Proxy Statement and related proxy materials in compliance with Section 14 of the Exchange Act. As reasonably promptly as practicable after comments, if any, are received from the Commission thereon and after the furnishing by the Company and the Purchasers of all information required to be contained therein, the Company shall, in consultation with the Purchasers with respect to comments related to the Stockholder Approval, prepare and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend file any required amendments to the Stockholders that they approve Proxy Statement with the ResolutionsCommission. The Company shall be obligated to seek to obtain notify the Stockholder Approval Purchasers reasonably promptly of the receipt of any comments from the Commission or its staff and of any request by the Stockholder Meeting DeadlineCommission or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply the Purchasers with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If, despite The Company shall use its best efforts to have the Company's reasonable best efforts, Proxy Statement cleared by the Stockholder Approval is not obtained at Commission and shall thereafter mail to the stockholders of the Company as reasonably promptly as possible the Proxy Statement and all other proxy materials for the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or Immediately after the execution and delivery of this Agreement, the Company shall solicit the approval by written consent of the Charter Amendment, this Agreement and the Merger by the Stockholders holding the requisite number of shares of each class of Company Capital Shares required to approve the Charter Amendment, this Agreement and the Merger in accordance with the DGCL and the Company Certificate of Incorporation (the “Stockholder Approval”) and deliver to such Stockholders all information regarding Parent provided to the Company prior to ten the execution and delivery of this Agreement by Parent for delivery to such Stockholders in connection therewith (10the “Parent Information”). As expeditiously as possible following the execution of this Agreement, and in any event prior to 11:59 p.m. (Eastern Time) calendar days after on the Closing Agreement Date, the Company shall file use all commercially reasonable efforts to secure and cause to be filed with the SEC andCompany consents from Stockholders necessary to secure the Stockholder Approval. No later than five (5) Business Days after the Agreement Date, as soon as possible as permitted under the applicable rules and regulations promulgated by Company shall send to all Stockholders (i) the SECDisclosure Statement, provide each Stockholder which shall include (A) a summary of the Merger, this Agreement and the Charter Amendment, (B) a statement that the Company with an information statement complying with Board unanimously recommended that the requirements Stockholders consent in writing to the approval of the 1934 Act Charter Amendment, the adoption of this Agreement and substantially in the form approval of the Merger, and (C) a statement that has been previously reviewed appraisal rights are available for the Company Capital Shares pursuant to Section 262 of the DGCL and a copy of such Section 262, (ii) pursuant to Sections 228 and 262(d) of the DGCL, a written notice to all Stockholders that did not execute such written consent informing them that this Agreement, the Merger and the Charter Amendment were adopted and approved by the Investors Stockholders and Sxxxxxx Rxxx & Zxxxx LLP at the expense that appraisal rights are available for their Company Capital Shares pursuant to Section 262 of the Company informing such Stockholders DGCL (which notice shall include a copy of the actions taken in accordance Section 262), together with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if any other information required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Law and (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (xiii) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the ResolutionsParent Information. The Company shall be obligated promptly inform Parent of the date on which the notice described in the preceding sentence was sent. The Company shall ensure that the Disclosure Statement does not contain any untrue statement of a material fact or omit to seek state a material fact necessary in order to obtain make the Stockholder Approval by statements made, in light of the Stockholder Meeting Deadline. Ifcircumstances under which they were made, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, misleading (provided that the Company shall cause an additional Stockholder Meeting to not be held each calendar quarter thereafter until Stockholder Approval is obtainedresponsible for the accuracy or completeness of any information concerning Parent furnished by Parent in writing for inclusion in or with the Disclosure Statement).

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three 90 calendar days after the Closing), an information statement with respect thereto or (73y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 90 calendar days after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of (x) the increase in the authorized Common Stock shares of the Company from 400,000,000 shares 50,000,000 to 1,000,000,000 shares (the "Capital Increase")150,000,000, (y) at such future date as the board of directors of the Company shall determine, a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") no less than 1:2, but up to 1:100 and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtainedobtained and effective, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to 180th calendar quarter day after the Closing. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the date hereof (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing Date date hereof), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than October 31, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Holders and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the New Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Nasdaq Capital Market (without regard to any limitations on conversion set forth in the New Certificate of Designations) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to December 31, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 60 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than December 12, 2023 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP Buyers, at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval the Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter within 90 days later. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (as defined in the Certificate of Designations).

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Initial Closing Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the one hundred and twentieth (120th) calendar day after the Initial Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000.00. The proxy statement, if any, shall, among other things, solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and eightieth (180th) calendar quarter day after the Initial Closing Date. If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, provided, that, if applicable, the Company’s obligation to hold additional Stockholder Meetings to obtain the Stockholder Approval shall terminate on the later of (x) Additional Closing Expiration Date, and (y) the date no Notes or Warrants remain outstanding.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing DateIf required by Nasdaq rules, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder stockholder of the Company with an information a proxy statement complying with the requirements of the 1934 Exchange Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx Xxxxxx Xxxxx Xxxxxxxx & Zxxxx LLP Xxxxxxx LLP, at the expense of the Company Company, informing such Stockholders stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (each as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (733) calendar days after months from the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Xxxxxx Xxxxx Xxxxxxxx & Zxxxx Xxxxxxx LLP at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents Shares in accordance with applicable law and the rules and regulations of the Principal Market Nasdaq (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten By no later than sixty (1060) calendar days after the Initial Closing Date, the Company shall file with the SEC anda definitive proxy statement, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that which has been previously reviewed and approved by the Investors Buyers and Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoingXxxxx LLP, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, for a special meeting of holders of Common Stock (the “Stockholder Meeting”), soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions providing for: (the "Resolutions") providing for (xi) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market without giving effect to any limitation on conversions of the Preferred Shares or exercises of the Warrants, including the Exchange Cap (as defined in each of the Certificate of Designations and the Series A Warrants) and (ii) an amendment to the Certificate of Incorporation to increase the number of the authorized shares of Common Stock by not less than 200,000,000 shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the Common Stock occurring after the date hereof) (such affirmative approval approvals being referred to herein collectively as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions and to cause resolutions in connection with the Stockholder Approval, including, without limitation, by (x) causing the Board of Directors to unanimously recommend to the stockholders of the Company to recommend to the Stockholders that they approve such resolutions, (y) using reasonable best efforts to cause its officers and directors who hold shares of Common Stock to be present at the ResolutionsStockholder Meeting for quorum purposes (including by proxy) and (z) using reasonable best efforts to cause such officers and directors to vote their respective shares of Common Stock in accordance with the Board’s recommendation. The Stockholder Meeting shall be promptly called and held not later than ninety (90) calendar days after the Initial Closing Date (the “Stockholder Meeting Deadline”). The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than December 31, 2022 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to March 31, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10i) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which initially shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three sixty (7360) calendar days after the Closing Date (or one-hundred twenty (120) days after the Closing Date if the proxy statement relating to the calling of such Stockholder Meeting is subject to SEC review) (the "Stockholder Meeting Deadline"), a proxy statement, substantially in a the form reasonably acceptable to which has been previously reviewed by the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxxx Xxxx & Zxxxx Xxxxx LLP (“SRZ”) at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 100,000,000 shares to 1,000,000,000 no less than 225,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such the Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline (the "Stockholder Approval Failure"), the Company shall cause an additional Stockholder Meeting to be held each calendar quarter three month period thereafter until such Stockholder Approval is obtainedobtained or the second anniversary of the Closing Date. In addition, if, despite the Company's best efforts there is a Stockholder Approval Failure, then, as partial relief for the damages to any holder by reason of any such Stockholder Approval Failure (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities an amount equal to two percent (2.0%) of the aggregate Purchase Price of such Investor's Registrable Securities on the day of such Stockholder Approval Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Stockholder Approval Failure is cured by obtaining the Stockholder Approval. The payments to which an Investor shall be entitled pursuant to this Section 4(p) are referred to herein as the "Stockholder Approval Payments." The date such Stockholder Approval Payments are due shall be referred to herein as the "Stockholder Approval Payments Payment Date."

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Certificate of Designations or the Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and sixtieth (160th) calendar quarter day following the failure to obtain Stockholder Approval. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every semi-annually thereafter until such Stockholder Approval is obtained. Until the Company shall have obtained the Stockholder Approval (or, if earlier, such date as no Preferred Shares remain outstanding), the Company shall not consummate any Subsequent Placement at a New Issuance Price (as defined in the Certificate of Designations) less than the Conversion Floor Price (as defined in the Certificate of Designations).

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as As soon as possible as permitted under reasonably practicable following the applicable rules and regulations promulgated by the SEC, provide each Stockholder date of issuance of the Company with an information statement complying with the requirements of the 1934 Act California Permit, and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (fifth Business Day thereafter, the "Stockholder Meeting Deadline"), a proxy statementCompany shall, in a form reasonably acceptable to accordance with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at DGCL, the expense California Code, other applicable Law, and its certificate of incorporation and bylaws of the Company, soliciting each such Stockholder's affirmative vote at for the Stockholder Meeting for purpose of obtaining the approval and adoption of resolutions this Agreement by the stockholders of the Company, shall solicit the written consent of (the "Resolutions") providing for (xi) the increase in holders of a majority of the authorized outstanding shares of Company Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase")and Company Preferred Stock voting as a single class, (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (zii) the issuance holders of all of the Securities outstanding shares of Company Preferred Stock voting as described in a separate class (collectively, the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Company Stockholder Approval" and the date such approval is obtained”). Unless this Agreement shall have been terminated pursuant to Section 8.1, the "Stockholder Approval Date"), and the Company shall use submit this Agreement to its reasonable best efforts stockholders for adoption whether or not the Company’s board of directors determines at any time subsequent to solicit declaring its Stockholders' approval advisability that this Agreement is no longer advisable and recommends that its stockholders reject it. The materials submitted to the stockholders of such Resolutions the Company in respect of the Merger shall have been subject to prior review and comment by Parent and shall include (1) information regarding the Company, the terms of the Merger and this Agreement, (2) subject to cause the Board right of Directors the board of directors of the Company to recommend make a Qualifying Amendment, the unanimous recommendation of the board of directors of the Company that the Company’s stockholders adopt this Agreement, (3) subject to the Stockholders right of the board of directors of the Company to make a Qualifying Amendment, the conclusion of the board of directors of the Company that they approve the Resolutions. The Company shall be obligated to seek to obtain terms and conditions of this Agreement and the Stockholder Approval by Merger are advisable, fair to, and in the Stockholder Meeting Deadline. Ifbest interests of, despite the Company's reasonable best efforts’s stockholders, and (4) such other documents as may be required to satisfy the Stockholder Approval is not obtained at requirements of applicable securities laws, including the Stockholder MeetingSecurities Act, in connection with the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedissuance and sale of Parent Common Stock in the Merger.

Stockholder Approval. On or prior to ten Notwithstanding the fact that stockholder approval is not required for the issuance of Series A-1 Stock and the performance by the Company of its obligations under the Transaction Documents (10) calendar days after the Closing Date“Approval”), the Company shall file with will diligently attempt to obtain the SEC andApproval. Among others, as soon as possible as permitted under the applicable rules and regulations promulgated by Company will state that the SEC, provide each Stockholder Approval is in the best interests of the shareholders of the Company with an information statement complying with and recommend that the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense shareholders of the Company informing such Stockholders vote in favor of the actions taken in accordance with the Resolutions (Approval, provided that such recommendation shall not as defined below) and a result of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable events occurring after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense sole determination of the Company’s Board of Directors, soliciting constitute a breach of a director’s fiduciary duties to the Company or its stockholders. Failure to submit the Approval to the Company’s shareholders on or before July 31, 2008, or failure by any of the holders of Company Common Stock set forth on Schedule 5(a) to vote such Common Stock and any other Common Stock over which they exercise voting control in favor of the Approval shall be deemed an Event of Default as that terms is employed in the Certificate of Designations. Prior to Closing, the Company will provide to Purchasers a signed agreement from each such Stockholder's affirmative of the persons and entities set forth on Schedule 5(a), in the form annexed hereto as Exhibit C in connection with their agreement to vote at in favor of the Stockholder Meeting Approval. The Company agrees that it will, as soon as reasonably practicable following the Closing Date, submit the terms of the Series A-1 Stock offering pursuant to the Transaction Documents and the Series B Financing to the Company’s stockholders for approval of resolutions (the "Resolutions") providing for (x) Company’s obligations under the increase in Transaction Documents including the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split issuance of the Common Stock at a rate such number of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all issuable upon conversion of the Securities Series A Stock and Series B Stock as described in may be required by the Transaction Documents in accordance with applicable law and the rules and regulations antidilution provisions of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtainedCertificate of Designations, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of which could be issued for the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedallow for full-ratchet anti-dilution.

Stockholder Approval. On or prior to ten (10a) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as As promptly as practicable practicable, and in any event within five (5) days after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable Company shall prepare and distribute to the Investors after review holders of Company Stock a notice of action by Sxxxxxx Rxxx & Zxxxx LLP at written consent and information statement (together with any amendments thereof or supplements thereto, the expense “Information Statement”) pursuant to Delaware Law, containing the following information: (i) a statement that the Company has entered into this Agreement, (ii) a summary of the Transactions contemplated hereby, (iii) a statement that the Company, soliciting each such Stockholder's affirmative vote at ’s Board of Directors has recommended that the Stockholder Meeting for approval holders of resolutions Company Stock approve the Transaction (including the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"Merger), (yiv) a reverse stock split request that such holder of Company Stock execute such action by written consent approving the Transaction (including the Merger) and waive any appraisal rights pursuant to Section 262 of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") DGCL, and (zv) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred any other information required by Law to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend be disclosed to the Stockholders that they approve holders of Company Stock in connection with the ResolutionsTransaction. The Company shall be obligated provide Purchaser with a reasonable opportunity to seek to obtain review and comment on the Stockholder Approval Information Statement and Purchaser shall reasonably cooperate with the Company in the preparation of the Information Statement. In connection with seeking approval from the holders of Company Stock for execution of the action by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingwritten consent, the Company shall cause take all actions necessary to comply, and shall comply in all respects, with the DGCL (including Section 228 of the DGCL) and the Organization Documents of the Company. The Company agrees that the Information Statement shall not, as of the date of mailing or the Effective Time, contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; provided that the Company shall not be responsible to the extent any such information was provided by Purchaser. The Company shall include with the Information Statement a copy of Section 262 of the DGCL and all such other information as Purchaser shall reasonably request, and shall be sufficient in form and substance to start the twenty (20) day period during which an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedEquity Holder must demand appraisal of such Equity Holder’s Company Stock as contemplated by Section 262(d)(2) of the DGCL.

Stockholder Approval. On or prior to ten (10i) The Company shall prepare and file with the SEC, as promptly as practicable after the date hereof, but in no event later than twenty (20) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval Proxy Statement (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three the earlier of (73i) calendar 30 days after the SEC informs the Company that there will be no review of the Proxy Statement or that they have no further comments to the Proxy Statement and (ii) 90 days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statementstatement (the "Proxy Statement"), in a form reasonably acceptable to the Investors Buyers after review by Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx Xxxxx LLP at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law law, the provisions of the Bylaws and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Principal Market Stockholder Approval" ") and (y) an increase in the date authorized shares of Common Stock of the Company to 400,000,000 and any actions required to cause such increase to occur (such affirmative approval is obtained, being referred to herein as the "Authorized Share Stockholder Approval DateApproval"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. In connection therewith, the Company shall, at its expense, hire a proxy solicitation firm acceptable to [Buyer] to solicit the Authorized Share Stockholder Approval and the Principal Market Stockholder Approval. The Company shall be obligated to seek to obtain the Principal Market Stockholder Approval and the Authorized Share Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, (i) the Principal Market Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter with respect to the Resolutions relating to the Principal Market Stockholder Approval until Principal Market Stockholder Approval is obtained and (ii) the Authorized Share Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter with respect to the Resolutions relating to the Authorized Share Stockholder Approval until the Authorized Share Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide solicit from each Stockholder holder of Common Stock of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders the holders of Common Stock of the Company (the "Stockholder “Shareholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar days after the Closing Date July 14, 20203 (the "Stockholder “Shareholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP such shareholders’ affirmative vote at the expense Shareholder Meeting for approval of (a) an amendment of the Company’s certificate of incorporation to increase the number of authorized shares of Common Stock from 25,000,000 shares to 40,000,000 shares, and (b) an amendment of the Certificate of Designations of the Series C Senior Convertible Preferred Stock, par value $0.0001, of the Company (i) to extend the maturity date of the Series C Senior Convertible Preferred Stock by an additional two (2) years, (ii) to add an equity cap in respect of the conversion of Series C Senior Convertible Preferred Stock into Common Stock of the Company, soliciting each such Stockholder's affirmative vote at and (iii) to add certain restrictions on the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split ability of the Common Company to issue Series C Senior Convertible Preferred Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtainedcollectively, the "Stockholder Approval Date"“Shareholder Approval”), and the Company shall use its reasonable best efforts to solicit its Stockholders' the approval the holders of Common Stock of such Resolutions resolutions and to cause the Board board of Directors directors of the Company to recommend to the Stockholders holders of Common Stock that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval Upon receipt by the Stockholder Meeting Deadline. If, despite Company of the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder MeetingShareholder Approval, the Company shall cause promptly provide to the Lead Purchaser evidence of such Shareholder Approval and evidence of the filing of an additional Stockholder Meeting amendment to be held the certificate of incorporation of the Company and an amendment to the Certificate of Designations of the Series C Senior Convertible Preferred Stock with the Secretary of State of Delaware effecting, in each calendar quarter thereafter until Stockholder case, the Shareholder Approval is obtained.(the “Charter Amendments”). ____________________________

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingforty-fifth (45th) calendar day after the Closing Date (or, if required such filing is delayed by any governmental a court or regulatory agency, in no event later than 90 calendar days after the Company shall Closing), an information statement with respect thereto or (y) provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar days after the Closing Date December 15, 2024 (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively, and without giving effect to the limitation on the Conversion Floor Price (as defined in the Certificate of Designations) pursuant to Section 8(h) of the Certificate of Designation and/or the Exercise Floor Price (as defined in the Warrants) pursuant to Section 2(i) of the Warrants, as applicable) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter March 15, 2025. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Until the Company shall have obtained the Stockholder Approval (or, if earlier, such date as no Preferred Shares or Warrants remain outstanding), the Company shall not consummate any Subsequent Placement at a New Issuance Price (as defined in the Certificate of Designations) less than the Conversion Floor Price (as defined in the Certificate of Designations).

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the fifteenth (15th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventythe forty-three fifth (7345th) calendar days day after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 90 calendar days after the "Closing) (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the approval of an increase in the number of its authorized Common Stock from 400,000,000 shares Shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the not less than 500,000,000 Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market Shares (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to the earliest reasonable practical date following the failure to obtain Stockholder Approval. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the seventy fifth (75th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 100 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than August 15, 2023 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Certificate of Designations or the Common Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held on or prior to September 15, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held at the end of each calendar quarter thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior (a) The Company agrees to ten (10) calendar days after the Closing Date, the Company shall use its best efforts to file with the SEC and, as soon as possible as permitted under Securities and Exchange Commission (the applicable rules and regulations promulgated by "SEC") a preliminary proxy statement (the SEC, provide each Stockholder "Preliminary Proxy") on Schedule 14A in connection with a special meeting of the Company with an information statement complying with Company's stockholders to approve the requirements issuance of the 1934 Act Securities pursuant to the Agreement, and substantially in the form that has been previously reviewed and approved by issuance of shares of Common Stock upon the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense conversion of the Company informing such Stockholders Preferred Stock and upon the exercise of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Investor Warrants (the "Stockholder MeetingProposal") not later than 10 business days following the Initial Closing Date. Promptly following the approval by the SEC of the Preliminary Proxy or, if the SEC does not review the Preliminary Proxy, the 10th calendar day after filing the Preliminary Proxy with the SEC (or if such day is not a business day, then the next business day), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval commence distribution of such Resolutions and to cause the Board of Directors of the Company to recommend a definitive proxy statement related to the Stockholders that they approve Stockholder Proposal to the ResolutionsCompany's stockholders of record established by the Company's board of directors for such purpose. The Company shall be obligated agrees to seek use its best efforts to obtain stockholder approval of the Stockholder Approval by Proposal. Promptly following the Stockholder Meeting Deadline. If, despite special meeting of the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingstockholders, the Company shall cause an additional notify the Investor in writing of the results of the vote of the stockholders on the Stockholder Meeting Proposal and, if approved by the requisite number of shares of Common Stock, that the limitations on conversion of the Shares pursuant to Section 3(m) of the Series A Certificate, on exercise of the Investor Warrant pursuant to Section 1.06 of the Investor Warrant and on the number of votes entitled to be held each calendar quarter thereafter until Stockholder Approval cast by holders of the Shares pursuant to Section 4(c) of the Series A Certificate, are terminated. The Company agrees that the definitive proxy statement distributed pursuant to this Section 3.7(a) will as of its mailing and as of the date of the special meeting of the stockholders (i) comply as to form with the requirements of Schedule 14A under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and (ii) comply with Rule 14a-9 of the Exchange Act. Notwithstanding the foregoing, if the Company is obtainedable to obtain a waiver from The Nasdaq Stock Market of the requirement to obtain stockholder approval for the issuance of the Securities, the Company's obligations pursuant to this Section 3.7 shall lapse.

Stockholder Approval. On or prior Company will use its best efforts to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, hold a special meeting of its stockholders as soon as possible as permitted under practicable, but not later than June 1, 2012 (the applicable rules “Approval Deadline”), at which Company will seek to obtain the requisite stockholder approvals for (i) an amendment to Company’s Restated Certificate of Incorporation to increase the number of authorized but unissued Shares to at least 31,525,169 Shares and regulations promulgated by the SEC, provide each Stockholder (ii) authorization of the Company with an information statement complying with the requirements conversion and settlement of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken Underlying Shares in accordance with NASDAQ Stock Market Rule 5635. If Company fails to obtain such stockholder approvals by the Resolutions Approval Deadline, Company will (as defined belowi) and of the Stockholder Approval (as defined below). In addition continue to the foregoing, if required by any governmental or regulatory agency, the Company shall provide seek to obtain such approvals at each Stockholder entitled to vote at a special or subsequent annual meeting of Stockholders its stockholders and (ii) hold at least one special meeting of its stockholders in each calendar year, beginning with the 2012 calendar year, at which Company will seek to obtain such approvals, in each case, until such approvals have been obtained. If such approvals have not been obtained prior to any Settlement Date hereunder, Company will issue the relevant Underlying Shares on such Settlement Date by book-entry transfer through the facilities of DTC. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Bank) correctly sets forth the terms of the agreement between Bank and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83. Very truly yours, Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx Sachs Authorized Signatory Name: Xxxxxxx Xxxxx Accepted and confirmed as of the Trade Date: NuVasive, Inc. By: /s/ Xxxxxxx Xxxxxxx Authorized Signatory Name: Xxxxxxx Xxxxxxx [Warrant Confirmation for GS] Annex A Summary Terms of the Series A Participating Preferred Stock The summary below describes the principal terms of the Series A Participating Preferred Stock to be issued in connection with the Transaction evidenced by the Confirmation (the "Stockholder Meeting"“Confirmation”) to which this Annex A is attached (the “Warrant Transaction”). The description below is subject to, and qualified in its entirety by, the Certificate of Designations for the Series A Participating Preferred Stock (the “Certificate of Designations”), which, upon the Premium Payment Date, shall supersede such description in its entirety. Capitalized terms used in this Annex A that are not otherwise defined shall have the meanings set forth in the Confirmation. Issuer Company Securities Initially, a number of shares of a series of the Company’s preferred stock, par value $0.001 per share, designated pursuant to Article IV of the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) as the Series A Participating Preferred Stock (the “Preferred Stock”), which shall will have the rights and preferences, including the conversion, dividend, liquidation and voting rights, described below. That number will be called as promptly as practicable after equal to 1/10th of the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense number of shares of the Company’s common stock, soliciting each such Stockholder's affirmative vote at par value $0.001 per share (“Common Stock”) into which the Stockholder Meeting for approval Preferred Stock is initially convertible as described below. Each share of resolutions Preferred Stock will initially be subject to conversion as described below into 20 shares of the Company’s common stock, par value $0.001 per share (the "Resolutions") providing for (x) the increase in the authorized “Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"Stock”), (y) a reverse stock split . The number of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding into which each share of Preferred Stock is convertible is referred to as the “Conversion Rate” and shall be subject to adjustment as set forth under “Conversion Rate Adjustments” below. Liquidation Amount $648.20 per share of Preferred Stock. Dividend Payment Dates January 1, April 1, July 1 and October 1 of each year. Notwithstanding the foregoing and for the avoidance of doubt, on the same date that the Company pays any dividend or distribution on shares of its Common Stock (irrespective of whether such date is a Dividend Payment Date as defined above), the "Reverse Company will pay a corresponding dividend or distribution, on an as-converted basis, to holders of the Preferred Stock. Any such dividends (including extraordinary cash dividends or distributions) paid on the Preferred Stock Split") pursuant to the immediately preceding sentence are referred to as “Paid-Through Dividends.” Dividend Period For each share of Preferred Stock, the period commencing on, and including, the immediately preceding Dividend Payment Date for such share of Preferred Stock (z) or if no Dividend Payment Date has occurred for such share of Preferred Stock, the period commencing on, and including, the date of issuance of all such share of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"Preferred Stock), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions ending on, and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsincluding, the Stockholder Approval is not obtained at day immediately preceding the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainednext succeeding Dividend Payment Date.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than January 19, 2022 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to April 19, 2022. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Shares are then convertible (without regard to any limitations on conversion) is greater than fifty percent (50%) of the Exchange Cap (as defined herein), then upon the request of the holders of at least a majority of the Shares then outstanding, the Company shall file solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares as set forth in this Agreement, and the Shares in accordance with the SEC andrules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall hold a meeting of its stockholders as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventysixty-three five (7365) calendar days after the Closing Stockholder Approval Triggering Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall draft a notice of meeting and information circular at least ten (10) days prior to the required deadline for distribution to the intermediaries of beneficial stockholders (the “Information Circular Deadline”) and each Purchaser, as well as one counsel selected by the holders of a majority of the Shares then outstanding, shall be obligated entitled to seek review, at least seven (7) days prior to obtain distribution to the Stockholder Approval stockholders, such information circular, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company fails to distribute the information circular referred to above by the Information Circular Deadline or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Shares an additional amount in cash equal to the product of (i) the original purchase price of the Shares held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Information Circular Filing Due Date and prior to the date that the information circular referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the information circular or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Information Circular Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Stockholder Approval. On or prior to ten (10) calendar days after In the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form event that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition ) is required pursuant to the foregoing, if required by any governmental or regulatory agencyrules of The NASDAQ National Market (the “Principal Market”) for the issuance of a number of Common Shares greater in the aggregate than 19.99% of the number of Common Shares outstanding on the date hereof, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual the next meeting of Stockholders stockholders of the Company (the "Stockholder Stockholders Meeting"), which meeting shall be called as promptly as practicable after occur on or before ninety (90) days from the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date of such determination (the "Stockholder “Stockholders Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP statement soliciting each such stockholder’s affirmative vote at the expense such stockholder meeting for approval of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the ’s issuance of all of the Securities as described in the Transaction Documents such Common Shares in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions and to cause the Board of Directors issuance of the Company to recommend to Securities. If the required Stockholder Approval is not obtained at the Stockholders that they approve Meeting, the Resolutions. The Company will call a special meeting of stockholders within 90 days of the Stockholders Meeting (such special meeting, a "Special Meeting") and shall be obligated provide each stockholder entitled to seek to obtain vote at the Special Meeting a proxy statement soliciting each such stockholder’s affirmative vote for the Stockholder Approval by the Stockholder Meeting Deadlineat such Special Meeting. If, despite the Company's reasonable best efforts, If the Stockholder Approval is not obtained at the Stockholder Special Meeting, the Company shall cause an additional will continue to call special meetings of stockholders every ninety (90) days and solicit the Stockholder Meeting to be held Approval at each calendar quarter thereafter such meeting, until the Stockholder Approval is obtained.. ARTICLE FIVE INTENTIONALLY LEFT BLANK ARTICLE SIX

Stockholder Approval. On The Company and Investor agree that until the Company obtains the Requisite Stockholder Approval ( as defined below) of the issuance of the Pre-Funded Warrant Shares, no Pre-Funded Warrant Shares will be issued or prior delivered upon any proposed exercise of the Pre-Funded Warrant, and the Pre-Funded Warrant will not be exercisable to ten the extent, that such issuance, delivery, exercise or exercisability would result in the Investor or a “person” or “group” (10within the meaning of Section 13(d)(3) calendar days after of the Closing DateExchange Act) beneficially owning in excess of nineteen and ninety-nine-one-hundredths percent (19.99%) of the then-outstanding Common Stock (the restrictions set forth in this sentence, the “Beneficial Ownership Limitation”). For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. “Requisite Stockholder Approval” means the stockholder approval contemplated by Rule 5635 of the Nasdaq Stock Market listing rules with respect to the issuance of Pre-Funded Warrant Shares upon exercise of the Pre-Funded Warrant in excess of the limitations imposed by such rule. The Company shall file with the SEC andcovenants, as soon as possible as permitted under practicable following the applicable rules and regulations promulgated by date of this Agreement, that it shall hold an annual or special meeting of stockholders (the SEC, provide each “Stockholder Meeting”) for the purpose of obtaining the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken Requisite Stockholder Approval in accordance with the Resolutions (as defined below) and Rule 5635 of the Nasdaq Stock Market listing rules and to use its reasonable best efforts to hold such Stockholder Approval Meeting no later than one hundred and twenty (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after 120) days following the date hereof, but in no event later than seventy-three of this Agreement (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty days (250150) shares of Common Stock outstanding (if the "Reverse Stock Split") and (z) SEC reviews the issuance of all of proxy statement for the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"annual or special meeting), and the . The Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions obtain the Requisite Stockholder Approval and to shall cause the Board of Directors of the Company to recommend to the Stockholders stockholder that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadlinesuch matter. If, despite the Company's ’s reasonable best efforts, the efforts Requisite Stockholder Approval is not obtained at the Stockholder Meetingeffected on or prior to May 5, 2022, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every six (6) months thereafter until such Requisite Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar days after the Closing Date April 30, 2006 (the "Stockholder Meeting Deadline"), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and a form reasonably acceptable to the Investors after counsel of their choice (which review by Sxxxxxx Rxxx & Zxxxx LLP at the expense shall be completed within five (5) Business Days of such counsel's receipt of the Companyproxy statement and such review requirement shall be waived if such counsel has not completed its review within such five (5) Business Day period), soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (xi) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market and (ii) increasing the number of authorized shares of Common Stock (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall either (x) cause an additional Stockholder Meeting to be held each calendar quarter every six (6) months thereafter until such Stockholder Approval is obtained or (y) cause one (1) additional Stockholder Meeting to be held within six (6) months thereafter and if such Stockholder Approval is not obtained, each Buyer shall have the right, at such Buyer's option, to require the Company to redeem any of such Buyer's Preferred Shares at the Redemption Price (as defined in the Certificate of Designations, with such failure being deemed a Redemption Event for purposes of such definition hereunder).

Stockholder Approval. On or prior to ten To the extent the conversion of the Notes and/or the exercise of the Warrants, as applicable, would result in Xxxxxxx holding more than a twenty percent (1020%) calendar days after the Closing Date, interest in the Company and the Company does not have a sufficient number of authorized shares of Common Stock to effect such conversion and/or exercise, Xxxxxxx shall file with provide the SEC andCompany prior notice of its intent to effect such conversion and/or exercise, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, applicable. The Company shall provide each Stockholder stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company with an information statement complying with the requirements following such determination, provided that such annual meeting is scheduled for a date within sixty (60) days of the 1934 Act Company’s receipt of such notice from Xxxxxxx, or (y) a special meeting of stockholders of the Company (a “Stockholder Meeting”), which shall be promptly called and held within sixty (60) days of the Company’s receipt of such notice from Xxxxxxx, a proxy statement, substantially in the a form that has which shall have been previously reviewed and approved by counsel to the Investors and Sxxxxxx Rxxx & Zxxxx LLP Buyers, at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no any event later than seventy-three (73) calendar days after such expense not to exceed $5,000 without the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense prior written approval of the Company, ; soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadlinesuch resolutions. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at the a Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held once in each of the three subsequent calendar quarter quarters thereafter until such Stockholder Approval is obtained. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10a) calendar days As expeditiously as possible following the execution of this Agreement and in any event within one (1) business day after the Closing Dateexecution of this Agreement, the Company shall file with initiate the SEC anddelivery of the Disclosure Statement to the Company Stockholders, as soon as possible as permitted under the applicable rules which shall be subject to review and regulations promulgated approval by the SECBuyer, provide each Stockholder which approval shall not be unreasonably withheld or delayed. The Disclosure Statement shall include (i) a summary of the Distribution Agreement, (ii) a summary of the Spin-Off Transaction, (iii) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company with an information Participating Equity Holders, the escrow arrangements and the authority of the Representative, and a statement complying that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms) and (iv) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of the Delaware General Corporation Law and a copy of such Section 262. As expeditiously as possible following the execution of this Agreement, and in any event within one (1) business day after the execution of this Agreement, the Company shall use all commercially reasonable efforts to secure and cause to be filed with the requirements Company consents from Company Stockholders necessary to secure the Requisite Stockholder Approval, which consents shall be in a form that is reasonably acceptable to the Buyer. As expeditiously as possible following the receipt of the 1934 Act Requisite Stockholder Approval, the Company shall deliver to the Buyer a certificate executed on behalf of the Company by its Secretary and substantially in certifying that the form that Requisite Stockholder Approval has been previously reviewed obtained. The Company shall also send, pursuant to Sections 228 and 262(d) of the Delaware General Corporation Law, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense stockholders of the Company informing such Stockholders and that appraisal rights are available for their Company Shares pursuant to Section 262 of the actions taken in accordance with the Resolutions Delaware General Corporation Law (as defined below) and which notice shall include a copy of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"Section 262), and shall promptly inform the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors Buyer of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtaineddate on which such notice was sent.

Stockholder Approval. On or prior to ten JAKKS shall: (10a) calendar days after the Closing Datefile, the Company shall file no later than September 6, 2019, a preliminary proxy statement with the SEC andfor a special meeting of holders of Common Stock (such special meeting, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken determined in accordance with the Resolutions (as defined below) and second proviso of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agencythis sentence, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "“Stockholder Meeting"”), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (such affirmative approval being referred to herein as the "Resolutions"“Stockholder Approval”) providing for (xi) if so required by the increase in rules and regulations of the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares Nasdaq Global Select Market (the "Capital Increase"“NASDAQ”), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the JAKKS’ issuance of all of the Securities as described in shares of Common Stock issuable pursuant to the Transaction Documents terms of the Amended and Restated Oasis Notes in accordance with applicable law and the rules and regulations of the Principal Market NASDAQ without giving effect to the Exchange Cap provisions set forth in the Amended and Restated Oasis Notes, (ii) the Classified Board Proposal, and (iii) the election to the Board of any director nominee selected by the Nominating Committee in accordance with the Amended and Restated Nominating and Corporate Governance Committee Charter; (b) diligently attempt to resolve any comments received from the staff of the SEC relating to such affirmative preliminary proxy statement, and if appropriate file an amended preliminary proxy statement with the SEC, so that clearance of the preliminary proxy statement by the staff of the SEC may be obtained as promptly as possible, (c) subject to receiving SEC approval being referred (or the absence of comments on the preliminary proxy statement from the staff of the SEC within ten (10) calendar days of filing), mail or otherwise disseminate to herein holders of record of Common Stock of JAKKS, no later than three (3) Business Days after September 30, 2019, a definitive proxy statement for the Stockholder Meeting (provided that if a definitive agreement is entered into by September 30, 2019 that would result in an Acceptable Transaction (as defined in the "Stockholder Approval" and the date such approval is obtainedNew Preferred Certificate of Designations), the "mailing or dissemination of such definitive proxy statement may be deferred until the third (3rd) Business Day following the public announcement of such definitive agreement; (d) use reasonable best efforts to call and hold the Stockholder Approval Date")Meeting no later than October 31, 2019 or as promptly as practicable thereafter, subject to applicable notice requirements of SEC regulations, the New Bylaws and the Company shall Delaware law; and (e) use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions the Stockholder Approval and to cause the Board of Directors of the Company to recommend to the Stockholders holders of Common Stock that they approve the Resolutions. The Company shall be obligated to seek to obtain such resolutions; provided that if, despite JAKKS’ reasonable best efforts the Stockholder Approval by the Stockholder Meeting Deadline. Iffor any such proposal is not obtained on or prior to December 31, despite the Company's reasonable best efforts2019, the JAKKS shall cause an additional meeting of stockholders to be held every six (6) months thereafter until such Stockholder Approval is not obtained obtained; provided, however, that, in lieu of presenting the proposal in clause (iii) at the Stockholder Meeting, such proposal may be presented at the Company following annual meeting. For the avoidance of doubt, the proposal in clause (i) shall cause an be substantially in a form previously reviewed by the Consenting Oasis Noteholder and Sxxxxxx Rxxx & Zxxxx LLP and the proposals in clauses (ii) and (iii) shall be subject to the prior review and approval of the Consenting Convertible Noteholders and their legal counsel. As soon as practicable after the Closing Date, JAKKS shall submit to the NASDAQ a notification of listing of additional Stockholder Meeting shares form for, and subject to receipt of any required approval of JAKKS stockholders as set forth in this Section 3.11 with respect to any shares of Common Stock issuable in excess of the Exchange Cap (as defined in the Amended and Restated Oasis Notes), the shares of Common Stock issuable pursuant to the terms of the Amended and Restated Oasis Notes to be held each calendar quarter thereafter until Stockholder Approval is obtainedapproved for listing on the NASDAQ.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three 90 calendar days after the Closing), an information statement with respect thereto or (73y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 90 calendar days after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of (x) the increase in the authorized Common Stock shares of the Company from 400,000,000 shares 50,000,000 to 1,000,000,000 shares (the "Capital Increase")250,000,000, (y) at such future date as the board of directors of the Company shall determine, a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") no less than 1:2, but up to 1:100 and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtainedobtained and effective, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to 180th calendar quarter day after the Closing. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Effective Time), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than October 17, 2023 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all such portion of the Securities as described issued or issuable solely with respect to the Additional Closing Incremental Amount in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the applicable Notes) and (y) the increase of the authorized shares of the Company from 116,666,667 to 300,000,000 (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to December 16, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than July 1, 2023, (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not to exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to August 1, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior The Company covenants and agrees to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules solicit in its Proxy Statement and regulations promulgated by the SEC, provide each Stockholder Notice of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Annual Meeting stockholder approval (the "Stockholder MeetingApproval") to authorize: (1) the issuance of shares of Common Stock upon conversion of the Preferred Shares, the exercise of the Warrant, the exercise of the warrant issued to the Company's placement agent (the "Placement Agent Warrant"), which shall be called the conversion of the Other Preferred Shares, and the exercise of the Other Warrants in connection with this Agreement and the Other Purchase Agreement, as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statementapplicable, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of 19.99% of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval number of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding immediately prior to the date hereof (the "Reverse Stock SplitCap Amount") ), and (z2) an amendment to its Certificate increasing the number of authorized shares of Common Stock from 75,000,000 to 100,000,000 (the "Charter Amendment"). The number of shares of Common Stock equal to (i) the issuance Cap Amount minus (ii) the number of all shares of Common Stock issuable upon exercise of the Securities Placement Agent Warrant as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being Closing Date, is referred to herein as the "Stockholder Approval" Issuable Maximum". The Purchaser's and the date such approval Other Purchasers' pro rata portion of the Issuable Maximum based upon the number of shares of Common Stock issuable upon conversion or exercise of all Preferred Shares and the Warrant issued and sold at the Closing and upon conversion or exercise of all the Other Preferred Shares and the Other Warrants issued and sold at the closing under the Other Purchase Agreement is obtainedset forth on Schedule 3.16 hereto (as proportionately adjusted for stock splits, reverse stock splits and stock combinations, the "Stockholder Approval DatePro Rata Maximum"), and . The Company shall file its Preliminary Proxy Statement no later than five (5) days following the date that the Company has been advised by the Commission that the Form 10-K is no longer under review. The Company shall use its reasonable best efforts to solicit hold its Stockholders' approval 2003 Annual Stockholder's Meeting (the "Annual Meeting") no later than July 15, 2003 (the "Annual Meeting Date"); provided, however, that the Annual Meeting Date shall be extended in the event that the Commission provides comments to the Company's Preliminary Proxy Statement or other Commission Documents in connection with the Commission's review of the Preliminary Proxy Statement that causes a delay in soliciting the Stockholder Approval and holding the Annual Meeting by July 15, 2003. The Annual Meeting Date shall be extended for only such Resolutions and to cause the Board of Directors of time that is reasonably necessary for the Company to recommend obtain the approval of the Commission to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain proceed with soliciting the Stockholder Approval by and holding the Stockholder Meeting DeadlineAnnual Meeting, but in no event later than August 15, 2003. If, despite the Company's reasonable best efforts, the If Stockholder Approval is not obtained at with respect to subclause (1) of the first sentence above by August 15, 2003, the Purchaser and the Other Purchasers shall have the option to cause the Company to redeem Preferred Shares or Other Preferred Shares and a portion of the Warrant or the Other Warrants of such Purchaser or the Other Purchasers, as the case may be (referred to herein as such Purchaser's or the Other Purchasers' "Excess Redemption Securities"), that, as of the Closing, were convertible or exercisable into the number of shares of Common Stock that was in excess of such Purchaser's or the Other Purchasers' Pro Rata Maximum (such Purchaser's or the Other Purchasers' "Excess Conversion Shares"). The portion of the Warrant or the Other Warrants included in such Purchaser's or the Other Purchasers' Excess Redemption Securities represents 1/3 of such Purchaser's or the Other Purchasers' Excess Conversion Shares being redeemed. The redemption price for the Excess Redemption Securities for the Purchaser or any Other Purchaser shall be equal to the greater of (a) the Liquidation Preference Amount (as defined in the Certificate of Designation) of the Preferred Shares or Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchasers plus accrued and unpaid dividends thereon and (b) the amount equal to the product of (i) the quotient of (A) the Liquidation Preference Amount of the Preferred Shares and the Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchasers plus accrued and unpaid dividends thereon divided by (B) the Conversion Price (as defined in the Certificate of Designation) multiplied by (ii) the average of the closing price of the Common Stock for the ten (10) trading days immediately preceding the date of such redemption, and shall be payable upon surrender to the Company by the Purchaser or the Other Purchasers of the certificates, the Warrant or the Other Warrants representing the Purchaser's or the Other Purchasers' Excess Redemption Securities. The Purchaser shall not be entitled to cause the Company to redeem any of its Excess Redemption Securities under this Section 3.16 unless the Company shall have received written notice of the Purchaser's election to require such redemption within 30 days following the Annual Meeting. With respect to the Stockholder MeetingApproval required to be obtained to file the Charter Amendment pursuant to subclause (2) above, the Company shall cause an additional file the Charter Amendment within one business day of receipt of such Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedApproval.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Initial Closing Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the sixtieth calendar day after the Initial Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000.00. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and eightieth (180th) calendar quarter day after the Initial Closing Date. If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, provided, that, if applicable, the Company’s obligation to hold additional Stockholder Meetings to obtain the Stockholder Approval shall terminate on the later of (x) Additional Closing Expiration Date, and (y) the date no Notes or Warrants remain outstanding.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense Buyers. The proxy statement, if any, shall solicit each of the Company, soliciting each such Stockholder's ’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (such without regard to any limitations on conversion or exercise set forth in the Preferred Shares, respectively)(such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and sixtieth (160th) calendar quarter day after the Closing Date. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Notwithstanding the foregoing, if such Stockholder Meeting Deadline falls on a day that is not a Trading Day, then the Stockholder Meeting Deadline shall be the next succeeding Trading Day.

Stockholder Approval. On or prior to ten (10) calendar days As soon as practicable after the Closing Subscription Date, but in any event no later than seventy-five (75) days thereafter, the Company shall file with hold a meeting of its stockholders to seek approval of a waiver of the SEC Exchange Cap and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SECif needed, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially increase in the form authorized number of shares of Common Stock to ensure that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at number of authorized shares is sufficient to meet the expense Required Reserve Amount (approval of all such proposals, the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the “Stockholder Approval (as defined belowApproval”). In addition to the foregoing, if required by any governmental or regulatory agencyconnection with such meeting, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholder of the Company with a proxy statement in compliance with applicable SEC rules and regulations and shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommend to the Company’s stockholders that they approve such proposal(s). In the event the Company is prohibited from issuing shares of Common Stock pursuant to the conversion of the Notes and/or the exercise of the Warrants due to the Exchange Cap Limitation and the Company fails to obtain Stockholder Approval as required by this Section 4(z)(iii), then, in lieu of issuing and delivering to each Buyer seeking to exchange or convert its Purchased Securities such number of shares of Common Stock that is determined to be unavailable for issuance upon the conversion or exercise of Purchased Securities (the "Stockholder Meeting"“Exchange Cap Excess Shares”), which the Company shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable pay cash to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at Buyer the Stockholder Meeting for approval sum of resolutions (the "Resolutions") providing for (x) the increase product of (A) such number of Exchange Cap Excess Shares and (B) the greatest Closing Sale Price (as defined in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (yNotes) a reverse stock split of the Common Stock at a rate on any Trading Day during the period commencing on the date the Buyer delivers the applicable Redemption Notice (as defined in the Notes) with respect to such Exchange Cap Shares to the Company and ending on the date of one such payment under this paragraph and (1y) share of Common Stock for each two hundred and fifty to the extent the Buyer purchases (250in an open market transaction or otherwise) shares of Common Stock outstanding (to deliver in satisfaction of a sale by the "Reverse Stock Split") Buyer of Exchange Cap Excess Shares, any brokerage commissions and (z) the issuance of all other out-of-pocket expenses, if any, of the Securities as described Buyer incurred in connection therewith. For the Transaction Documents in accordance with avoidance of doubt, if the Company is required to and fails to obtain Stockholder Approval, the Exchange Cap shall be applicable law for all purposes of this Agreement and the rules and regulations transactions contemplated hereby at all times during the term of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedthis Agreement.

Stockholder Approval. On or prior The Company covenants and agrees to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules solicit in its Proxy Statement and regulations promulgated by the SEC, provide each Stockholder Notice of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Annual Meeting stockholder approval (the "Stockholder MeetingApproval") to authorize: (1) the issuance of shares of Common Stock upon conversion of the Preferred Shares, the exercise of the Warrants, the exercise of the warrant issued to the Company's placement agent (the "Placement Agent Warrant"), which shall be called the conversion of the Other Preferred Shares, and the exercise of the Other Warrant in connection with this Agreement and the Other Purchase Agreement, as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statementapplicable, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of 19.99% of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval number of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding immediately prior to the date hereof (the "Reverse Stock SplitCap Amount") ), and (z2) an amendment to its Certificate increasing the number of authorized shares of Common Stock from 75,000,000 to 100,000,000 (the "Charter Amendment"). The number of shares of Common Stock equal to (i) the issuance Cap Amount minus (ii) the number of all shares of Common Stock issuable upon exercise of the Securities Placement Agent Warrant as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being Closing Date, is referred to herein as the "Stockholder Approval" Issuable Maximum". Each Purchaser's and the date such approval Other Purchaser's pro rata portion of the Issuable Maximum based upon the number of shares of Common Stock issuable upon conversion or exercise of all Preferred Shares and Warrants issued and sold at the Closing and upon conversion or exercise of all the Other Preferred Shares and the Other Warrant issued and sold at the closing under the Other Purchase Agreement is obtainedset forth on Schedule 3.16 hereto (as proportionately adjusted for stock splits, reverse stock splits and stock combinations, the "Stockholder Approval DatePro Rata Maximum"), and . The Company shall file its Preliminary Proxy Statement no later than five (5) days following the date that the Company has been advised by the Commission that the Form 10-K is no longer under review. The Company shall use its reasonable best efforts to solicit hold its Stockholders' approval 2003 Annual Stockholder's Meeting (the "Annual Meeting") no later than July 15, 2003 (the "Annual Meeting Date"); provided, however, that the Annual Meeting Date shall be extended in the event that the Commission provides comments to the Company's Preliminary Proxy Statement or other Commission Documents in connection with the Commission's review of the Preliminary Proxy Statement that causes a delay in soliciting the Stockholder Approval and holding the Annual Meeting by July 15, 2003. The Annual Meeting Date shall be extended for only such Resolutions and to cause the Board of Directors of time that is reasonably necessary for the Company to recommend obtain the approval of the Commission to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain proceed with soliciting the Stockholder Approval by and holding the Stockholder Meeting DeadlineAnnual Meeting, but in no event later than August 15, 2003. If, despite the Company's reasonable best efforts, the If Stockholder Approval is not obtained at with respect to subclause (1) of the first sentence above by August 15, 2003, each Purchaser and the Other Purchaser shall have the option to cause the Company to redeem Preferred Shares or Other Preferred Shares and a portion of the Warrant or the Other Warrant of such Purchaser or the Other Purchaser, as the case may be (referred to herein as such Purchaser's or the Other Purchaser's "Excess Redemption Securities"), that, as of the Closing, were convertible or exercisable into the number of shares of Common Stock that was in excess of such Purchaser's or the Other Purchaser's Pro Rata Maximum (such Purchaser's or the Other Purchaser's "Excess Conversion Shares"). The portion of the Warrant or the Other Warrant included in such Purchaser's or the Other Purchaser's Excess Redemption Securities represents 1/3 of such Purchaser's or the Other Purchaser's Excess Conversion Shares being redeemed. The redemption price for the Excess Redemption Securities for any Purchaser or the Other Purchaser shall be equal to the greater of (a) the Liquidation Preference Amount (as defined in the Certificate of Designation) of the Preferred Shares or Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchaser plus accrued and unpaid dividends thereon and (b) the amount equal to the product of (i) the quotient of (A) the Liquidation Preference Amount of the Preferred Shares and the Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchaser plus accrued and unpaid dividends thereon divided by (B) the Conversion Price (as defined in the Certificate of Designation) multiplied by (ii) the average of the closing price of the Common Stock for the ten (10) trading days immediately preceding the date of such redemption, and shall be payable upon surrender to the Company by such Purchaser or the Other Purchaser of the certificates, Warrants or the Other Warrant representing such Purchaser's or the Other Purchaser's Excess Redemption Securities. No Purchaser shall be entitled to cause the Company to redeem any of its Excess Redemption Securities under this Section 3.16 unless the Company shall have received written notice of such Purchaser's election to require such redemption within 30 days following the Annual Meeting. With respect to the Stockholder MeetingApproval required to be obtained to file the Charter Amendment pursuant to subclause (2) above, the Company shall cause an additional file the Charter Amendment within one business day of receipt of such Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedApproval.

Stockholder Approval. On or prior Company will use its best efforts to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, hold a special meeting of its stockholders as soon as possible as permitted under practicable, but not later than June 1, 2012 (the applicable rules “Approval Deadline”), at which Company will seek to obtain the requisite stockholder approvals for (i) an amendment to Company’s Restated Certificate of Incorporation to increase the number of authorized but unissued Shares to at least 31,525,169 Shares and regulations promulgated by the SEC, provide each Stockholder (ii) authorization of the Company with an information statement complying with the requirements conversion and settlement of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken Underlying Shares in accordance with NASDAQ Stock Market Rule 5635. If Company fails to obtain such stockholder approvals by the Resolutions Approval Deadline, Company will (as defined belowi) and of the Stockholder Approval (as defined below). In addition continue to the foregoing, if required by any governmental or regulatory agency, the Company shall provide seek to obtain such approvals at each Stockholder entitled to vote at a special or subsequent annual meeting of Stockholders its stockholders and (ii) hold at least one special meeting of its stockholders in each calendar year, beginning with the 2012 calendar year, at which Company will seek to obtain such approvals, in each case, until such approvals have been obtained. If such approvals have not been obtained prior to any Settlement Date hereunder, Company will issue the relevant Underlying Shares on such Settlement Date by book-entry transfer through the facilities of DTC. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Bank) correctly sets forth the terms of the agreement between Bank and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83. Very truly yours, Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx Sachs Authorized Signatory Name: Xxxxxxx Xxxxx Accepted and confirmed as of the Trade Date: NuVasive, Inc. By: /s/ Xxxxxxx Xxxxxxx Authorized Signatory Name: Xxxxxxx Xxxxxxx [Additional Warrant Confirmation for GS] Annex A Summary Terms of the Series A Participating Preferred Stock The summary below describes the principal terms of the Series A Participating Preferred Stock to be issued in connection with the Transaction evidenced by the Confirmation (the "Stockholder Meeting"“Confirmation”) to which this Annex A is attached (the “Warrant Transaction”). The description below is subject to, and qualified in its entirety by, the Certificate of Designations for the Series A Participating Preferred Stock (the “Certificate of Designations”), which, upon the Premium Payment Date, shall supersede such description in its entirety. Capitalized terms used in this Annex A that are not otherwise defined shall have the meanings set forth in the Confirmation. Issuer Company Securities Initially, a number of shares of a series of the Company’s preferred stock, par value $0.001 per share, designated pursuant to Article IV of the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) as the Series A Participating Preferred Stock (the “Preferred Stock”), which shall will have the rights and preferences, including the conversion, dividend, liquidation and voting rights, described below. That number will be called as promptly as practicable after equal to 1/10th of the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense number of shares of the Company’s common stock, soliciting each such Stockholder's affirmative vote at par value $0.001 per share (“Common Stock”) into which the Stockholder Meeting for approval Preferred Stock is initially convertible as described below. Each share of resolutions Preferred Stock will initially be subject to conversion as described below into 20 shares of the Company’s common stock, par value $0.001 per share (the "Resolutions") providing for (x) the increase in the authorized “Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"Stock”), (y) a reverse stock split . The number of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding into which each share of Preferred Stock is convertible is referred to as the “Conversion Rate” and shall be subject to adjustment as set forth under “Conversion Rate Adjustments” below. Liquidation Amount $648.20 per share of Preferred Stock. Dividend Payment Dates January 1, April 1, July 1 and October 1 of each year. Notwithstanding the foregoing and for the avoidance of doubt, on the same date that the Company pays any dividend or distribution on shares of its Common Stock (irrespective of whether such date is a Dividend Payment Date as defined above), the "Reverse Company will pay a corresponding dividend or distribution, on an as-converted basis, to holders of the Preferred Stock. Any such dividends (including extraordinary cash dividends or distributions) paid on the Preferred Stock Split") pursuant to the immediately preceding sentence are referred to as “Paid-Through Dividends.” Dividend Period For each share of Preferred Stock, the period commencing on, and including, the immediately preceding Dividend Payment Date for such share of Preferred Stock (z) or if no Dividend Payment Date has occurred for such share of Preferred Stock, the period commencing on, and including, the date of issuance of all such share of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"Preferred Stock), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions ending on, and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsincluding, the Stockholder Approval is not obtained at day immediately preceding the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainednext succeeding Dividend Payment Date.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at hold a special or annual meeting of Stockholders of the Company its shareholders (the "“Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in ”) no event later than seventy-three (73) calendar days after the Closing Date August 4, 2020 (the "“Stockholder Meeting Approval Deadline"”), a . The proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at statement for the Stockholder Meeting for approval of resolutions shall include a stockholder proposal to approve (the "Resolutions") providing for (xi) the increase in issuance of the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (Warrant Shares upon the "Capital Increase"), (y) a reverse stock split exercise of the Warrants representing greater than 20% of the Common Stock as of the Closing Date in accordance with NYSE American Rule 713(a)(ii), and (ii) the reduction in the Exercise Price of the Warrants from $7.53 to $0.7425 per share, both subject to adjustments pursuant to the terms of the Warrants (the “Proposal”). The Company shall take all necessary action, including, without limitation, the engagement of a proxy solicitor, to obtain Stockholder Approval of the Proposal. In the event the Company does not obtain Stockholder Approval of the Proposal on or prior to the Stockholder Approval Deadline, the Company shall pay to each Purchaser, in cash as a return of a portion of such Purchaser’s Subscription Amount, $0.22 for each share of Common Stock underlying such Purchaser’s Warrants on the Closing Date up to an aggregate cash payment of $968,000 for all Purchasers. The payments to which a Purchaser shall be entitled pursuant to this Section 4.11 are referred to herein as “Stockholder Approval Failure Payments.” Stockholder Approval Failure Payments shall be paid to the Purchasers at the earlier (“Payments Due Date”) of (a) three Business Days after the Stockholder Meeting, and (b) the Stockholder Approval Deadline. Any Stockholder Approval Failure Payments outstanding after such Payments Due Date shall accrue interest at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained24.0% per annum.”

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than July 31, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense Buyers. The proxy statement, if any, shall solicit each of the Company, soliciting each such Stockholder's ’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to October 31, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the 16.1 The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be called held as promptly soon as practicable after reasonably possible following the date hereof, but mailing of the proxy statement to the stockholders of the Company in no event later than seventy-three (73) calendar days after the Closing Date respect thereof (the "Stockholder Meeting Deadline"“Proxy Statement”), a proxy statementcopy of the Proxy Statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") a proposal providing for issuance of the Subsequent Closing Shares and Subsequent Closing Warrants (x) the increase as each such term is defined in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"Other Subscription Agreements), (y) a reverse stock split in each case in compliance with the rules and regulations of the Common Nasdaq Stock at a rate Market LLC, the Articles of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all Incorporation of the Securities as described in Company, the Transaction Documents Bylaws of the Company and applicable law (collectively, the “Stockholder Approval”). The Company shall take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to convene the rules Stockholder Meeting as promptly as reasonably practicable but no later than April 1, 2016 and regulations to submit at the Stockholder Meeting for approval by the requisite vote of the Principal Market (such affirmative approval being referred stockholders of the Company the matters subject to herein as the "Stockholder Approval" . In connection with the Stockholder Meeting and the date such approval is obtainedany adjournment or postponement thereof, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause (i) the Board of Directors shall recommend that its stockholders vote in favor of all matters submitted thereto as such meeting and (ii) neither the Company Board of Directors nor any committee thereof shall withdraw or modify, or propose or resolve to recommend withdraw or modify in a manner adverse to the Stockholders that they approve the ResolutionsSarissa, such recommendation. The Company shall be obligated take all lawful action to seek to obtain solicit from the stockholders of the Company proxies in favor of the Stockholder Approval and take all other action reasonably necessary or advisable to secure the vote or consent of the stockholders that are required by the rules of Nasdaq Stock Market LLC and applicable law, including, if necessary or appropriate or if requested by the Sarissa, adjourning the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an to solicit additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedproxies.

Stockholder Approval. On (i) If the Common Stock is listed on an Eligible Market (as defined in the Registration Rights Agreement) other than the Principal Market (the "NEW PRINCIPAL MARKET") and the issuance of the Conversion Shares, Warrant Shares and Common Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company's obligations under the rules or prior to ten (10) calendar days after regulations of the Closing DateNew Principal Market, then the Company shall file with obtain the SEC and, approval of its stockholders as soon as possible as permitted under required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements New Principal Market for issuances of the 1934 Act Conversion Shares, Warrant Shares and substantially Common Shares in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below)amount. In addition to the foregoing, if required by any governmental or regulatory agencyAt such time, the Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder MeetingSTOCKHOLDER MEETING"), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar 75 days after the Closing Date earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, any limitation imposed by the New Principal Market on the issuance of Conversion Shares, Warrant Shares or Common Shares (the "Stockholder Meeting DeadlineSTOCKHOLDER MEETING DEADLINE"), a proxy statement, substantially in a the form reasonably acceptable to which has been previously reviewed by the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxxx Xxxx & Zxxxx LLP Xxxxx LLP, at the expense of the Company, soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market (and such affirmative approval being referred to herein as the "Stockholder Approval" STOCKHOLDER APPROVAL", and the date of such approval is obtainedStockholder Approval, the "Stockholder Approval DateSTOCKHOLDER APPROVAL DATE"), and the Company shall use its reasonable best efforts to (i) solicit its Stockholdersstockholders' approval of such Resolutions resolutions and to (ii) cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every six (6) months thereafter until such Stockholder Approval is obtainedobtained or the New Notes and the Warrants are no longer outstanding.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than July 31, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense Buyers. The proxy statement, if any, shall solicit each of the Company, soliciting each such Stockholder's ’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to October 31, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, and provided Stockholder Approval is required under the rules or regulations of the Eligible Market, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. For avoidance of doubt the Company’s obligations under this Section 4(bb) shall terminate if the Stockholder Approval is no longer required under the rules or regulations of the Eligible Market and Section 2(g) of the Warrants has been waived or amended such that it shall have no further force and effect.

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder of its stockholders entitled to vote at a its next special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), stockholders with a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, statement soliciting each such Stockholderstockholder's affirmative vote at the Stockholder Meeting such stockholder meeting for approval of resolutions the Company's issuance of the Series B-1 Preferred Stock and Common Stock deliverable upon conversion thereof in excess of the Principal Market Limit (the "Resolutions") providing for (x) the increase as defined in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (ySeries B Preferred Articles Supplementary) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as on which the "Stockholder Approval" and the date such approval Company's Common Stock is obtained, the "Stockholder Approval Date")then listed, and the Company shall use its reasonable best efforts to solicit its Stockholdersstockholders' approval of such Resolutions issuance of the Series B-1 Preferred Stock and the Common Stock deliverable upon conversion thereof and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve such proposal. In the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval event such stockholder approval is not obtained at the Stockholder Meetingfirst special or annual meeting after the date hereof, the Company shall cause an additional Stockholder Meeting to be held seek such approval at each calendar quarter subsequent special or annual meeting of stockholders thereafter until Stockholder Approval so approved. If such stockholder approval is not obtained at the first special or annual meeting of stockholders, until such approval is obtained, any holder of 10% or more of Series B Preferred Stock may at any time, and from time to time, request the Company to solicit interpretive advice from the Principal Market on which the Company's Common Stock is then listed as to whether all or any portion of the Series B-2 Preferred Stock may be converted to Series B-1 Preferred Stock without stockholder approval in accordance with the rules and regulations of the Principal Market. The Company shall solicit such interpretive advice pursuant to such request within ten days and, if the Principal Market provides a favorable response to the effect that conversion may occur without violating the rules and regulations of the Principal Market, then the Board of Directors shall determine that stockholder approval is not required and the Series B-2 Preferred Stock shall convert in accordance with the terms thereof.

Stockholder Approval. On The Company shall include a proposal in a preliminary proxy statement on Schedule 14A seeking stockholder approval filed no later than November 7, 2024, with a definitive proxy including such proposal distributed as soon as practicable thereafter, to allow the Company to settle the exercise of any Amended Warrants (as defined in the August 2024 Exchange Agreement) and any Warrants issued or prior issuable pursuant to ten the terms of this Agreement and the conversions of any Notes (10as defined in the Indenture), including any New Notes and any New Notes (as defined in the August 2024 Exchange Agreement) calendar days after issued or issuable pursuant to the Closing Dateterms of this Agreement or the August 2024 Exchange Agreement in accordance with the Indenture without giving effect to the provisions of Section 5.07 of the Indenture and issue shares pursuant to the Indenture, the Warrants and the Amended Warrants in each case on account of the above referenced securities (the “Stockholder Approval”). The Company shall use commercially reasonable efforts to secure Stockholder Approval, including by including the recommendation of the Company’s Board of Directors that such proposal is approved and the solicitation by the Company of proxies from its stockholders in connection therewith in the same manner as it does for management proposals in other Company proxy statements, and the voting of proxies of all management appointed proxyholders in favor of such proposal. If the Company does not obtain the Stockholder Approval at such meeting, the Company shall file with call a special meeting of stockholders each ninety (90) days thereafter at least two times, and thereafter at each subsequent annual meeting seek Stockholder Approval until the SEC and, as soon as possible as permitted earlier of the date on which (i) Stockholder Approval is obtained or (ii) the securities referenced above are no longer outstanding and not subject to issuance under the applicable rules terms of this Agreement and regulations promulgated by the SEC, provide each Stockholder August 2024 Exchange Agreement. Shares of Common Stock issued upon conversion or exercise of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of securities referenced above prior to the Company informing such Stockholders of the actions taken obtaining Stockholder Approval shall not be entitled to vote in accordance with the Resolutions (as defined below) and favor of the Stockholder Approval (except as defined below). In addition to the foregoing, if required permitted by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedNasdaq.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the seventy-fifth (75th) calendar day after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Certificate of Designations or the Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the sixtieth (60th) calendar quarter day following the failure to obtain Stockholder Approval at the Stockholder Meeting held on or prior to the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Until the Company shall have obtained the Stockholder Approval (or, if earlier, such date as no Preferred Shares or Warrants remain outstanding), the Company shall not consummate any Subsequent Placement at a New Issuance Price (as defined in the Certificate of Designations) less than the Conversion Floor Price (as defined in the Certificate of Designations).

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "“Stockholder Meeting"”), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three the earlier of (73x) calendar the date that is 90 days after immediately following the Closing Date and (y) the "date of the meeting of stockholders called to vote for the Merger (such earlier date, the “Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors Buyers after review by Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx LLP Xxxxx LLP, at the expense of the CompanyCompany (provided such expenses are subject to a cap as set forth in Section 4(g) hereof), soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (zi) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law law, the provisions of the Bylaws and the rules and regulations of the Principal Market without giving effect to the Exchange Cap provisions set forth in the Certificate of Designations and the Warrants (such affirmative approval approvals being referred to herein herein, collectively, as the "“Stockholder Approval" ” and the date such approval is obtained, the "“Stockholder Approval Date")”) and (ii) the approval of the Merger, and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutions, in each case in conformity with the Merger Agreement. The Company shall be obligated to seek to obtain the Stockholder Approval by no later than the date of the Parent Stockholder Meeting Deadline. If, despite (as defined in the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedMerger Agreement).

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Notes are then convertible (without regard to any limitations on conversion) is greater than fifty percent (50%) of the Exchange Cap (as defined in the Notes), then upon the request of the holders of at least a majority of the Notes then outstanding, the Company shall file solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares as set forth in this Agreement, and the Notes in accordance with the SEC andrules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall hold a meeting of its stockholders as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventysixty-three five (7365) calendar days after the Closing Stockholder Approval Triggering Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall draft a notice of meeting and information circular at least ten (10) days prior to the required deadline for distribution to the intermediaries of beneficial stockholders (the “Information Circular Deadline”) and each Purchaser, as well as one counsel selected by the holders of a majority of the aggregate principal amount of the Notes then outstanding, shall be obligated entitled to seek review, at least seven (7) days prior to obtain distribution to the Stockholder Approval stockholders, such information circular, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company fails to distribute the information circular referred to above by the Information Circular Deadline or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Notes an additional amount in cash equal to the product of (i) the aggregate principal amount of all Notes held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Information Circular Filing Due Date and prior to the date that the information circular referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the information circular or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Information Circular Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the "“Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Certificate of Designations or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the seventieth (70th) calendar quarter day following the failure to obtain Stockholder Approval. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every seventy-five days thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10i) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the earlier to occur of (x) the Company’s next general stockholder meeting and (y) the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (ii) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than July 31, 2022 (the “Stockholder Meeting Deadline"”), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") from 150 million to 250 million and (zy) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to September 30, 2022. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained.

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 120 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than February 29, 2024 (the “Stockholder Meeting Deadline"”), a proxy statement. The proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense if any, shall solicit each of the Company, soliciting each such Stockholder's ’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the New Note) (such affirmative approval being referred to herein as the "“Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "“Stockholder Approval Date"”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.