Common use of Required Minimum Clause in Contracts

Required Minimum. (a) The Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to this Agreement and the Convertible Notes in such amount as may then be required to fulfill its obligations in full under this Agreement and the Convertible Notes, without regard to any conversion or exercise limits therein, free from preemptive rights or any similar rights, taxes, liens, charges, encumbrances or other actual contingent purchase rights of Persons other than the Purchaser. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, with the Purchaser being entitled to all rights accorded to a holder of Common Stock. (b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 130% of (i) the Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to this Agreement, then the Board shall use reasonable best efforts to amend the Certificate of Incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction Documents), as soon as reasonably practicable and in any event not later than the 30th day after such date, provided that the Company will not be required at any time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant to this Agreement. (c) On or prior to May 30, 2025, the Company shall file with the Nasdaq Global Market a Listing of Additional Shares Notification under Listing Rule 5250(e)(2) (an “LAS Notification”) covering a number of shares of Common Stock at least equal to the Required Minimum. Promptly following the date hereof, the Company shall take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on Nasdaq Global Market as soon as possible thereafter, and shall maintain the listing or quotation of a numbers of shares of Common Stock on any date equal to the Required Minimum on such date on the Nasdaq Global Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. Following each Closing the Company shall, from time to time as required, within the time period required by the Nasdaq Global Market, prepare and file with the Nasdaq Global Market a Change in Shares Outstanding.

Required Minimum. (a) The Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to this Agreement and the Convertible Notes in such amount as may then be required to fulfill its obligations in full under this Agreement and the Convertible NotesAgreement, without regard to any conversion or exercise limits therein, free from preemptive rights or any similar rights, taxes, liens, charges, encumbrances or other actual contingent purchase rights of Persons other than the Purchaser. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, with the Purchaser being entitled to all rights accorded to a holder of Common Stock. (b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 130% of (i) the Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to this Agreement, then the Board of Directors shall use reasonable best efforts to amend the Certificate of Incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction Documents), as soon as reasonably practicable and in any event not later than the 30th day after such date, provided that the Company will not be required at any time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant to this Agreement. (c) On or prior Prior to May 30, 2025the date hereof, the Company shall file has filed with the Nasdaq Global Market a Listing of Additional Shares Notification under Listing Rule 5250(e)(2) (an “LAS Notification”) covering a number of shares of Common Stock at least equal to the Required Minimum. Promptly following the date hereof, the Company shall take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on Nasdaq Global Market as soon as possible thereafter, and shall maintain the listing or quotation of a numbers of shares of Common Stock on any date equal to the Required Minimum on such date on the Nasdaq Global Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. Following each Closing the First Closing, the Company shall, from time to time as required, within the time period required by the Nasdaq Global Market, prepare and file with the Nasdaq Global Market a Change in Shares Outstanding.

Required Minimum. (a) The Company Borrower shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to this Agreement the Loan Documents and the Convertible Notes transactions contemplated thereby, in such amount as may then be required to fulfill its obligations in full under this Agreement and the Convertible Notessuch Loan Documents, without regard to any conversion or exercise limits herein or therein, free from preemptive rights or any similar rights, taxes, liens, charges, encumbrances or other actual contingent purchase rights of Persons other than the Purchaser. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, with the Purchaser being entitled to all rights accorded to a holder of Common Stock. (b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 130% of (i) the Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to this Agreementthe Loan Documents, then the Board of Directors of the Borrower shall use reasonable best efforts to amend the Certificate articles of Incorporation incorporation of the Borrower to increase the number of authorized but unissued shares of Common Stock to at least 130% of the Required Minimum at such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction Loan Documents), as soon as reasonably reasonable practicable and in any event not later than the 30th day after such date, provided that the Company Borrower will not be required at any time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant to this Agreementthe Loan Documents. (c) On or prior to May 30The Borrower shall (i) in the time and manner required by the NYSE American, 2025, the Company shall prepare and file with the Nasdaq Global Market NYSE American a Supplemental Listing of Additional Shares Notification under Listing Rule 5250(e)(2) (an “LAS Notification”) Application covering a number of shares of Common Stock at least equal to the Required Minimum. Promptly following Minimum on the date hereofof such application, the Company shall (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on Nasdaq Global Market NYSE American as soon as possible thereafter, (iii) provide to the Lender evidence of such listing or quotation and shall (iv) maintain the listing or quotation of a numbers of shares of such Common Stock on any date at least equal to the Required Minimum on such date on the Nasdaq Global MarketNYSE American. The Company Borrower agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, including by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. Following each Closing the Company shall, from time to time as required, within the time period required by the Nasdaq Global Market, prepare and file with the Nasdaq Global Market a Change in Shares Outstanding.

Required Minimum. (a) The Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to this Agreement and in connection with the Convertible Notes exercise of the 2020 Warrants and 2021 Warrants, in such amount as may then be required to fulfill its obligations in full under this Agreement Agreement, the 2020 Purchase Agreement, and the Convertible Notes2021 Purchase Agreements, without regard to any conversion or exercise limits herein or therein, free from preemptive rights or any similar rights, taxes, liens, charges, encumbrances or other actual contingent purchase rights of Persons other than the Purchaser. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, with the Purchaser being entitled to all rights accorded to a holder of Common Stock. (b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 130% of (i) the Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to this Agreement, the 2020 Purchase Agreement and the 2021 Purchase Agreements, then the Board of Directors shall use reasonable best efforts to amend the Certificate of Incorporation to increase the number of authorized but unissued shares of Common Stock to increase the number of authorized but unissued shares of Common Stock to at least 130% of the Required Minimum at such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction Documents, the 2020 Purchase Agreement or the 2021 Purchase Agreements), as soon as reasonably practicable and in any event not later than the 30th day after such date, provided that the Company will not be required at any time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant to this Agreement, the 2020 Purchase Agreement or the 2021 Purchase Agreements. (c) On or prior to May 30, 2025, the The Company shall (i) in the time and manner required by the NYSE American, prepare and file with the Nasdaq Global Market NYSE American a Supplemental Listing of Additional Shares Notification under Listing Rule 5250(e)(2) (an “LAS Notification”) Application covering a number of shares of Common Stock at least equal to the Required Minimum. Promptly following Minimum on the date hereofof such application, the Company shall (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on Nasdaq Global Market NYSE American as soon as possible thereafter, (iii) provide to the Purchaser evidence of such listing or quotation and shall (iv) maintain the listing or quotation of a numbers of shares of such Common Stock on any date at least equal to the Required Minimum on such date on the Nasdaq Global MarketNYSE American. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. Following each Closing the Company shall, from time to time as required, within the time period required by the Nasdaq Global Market, prepare and file with the Nasdaq Global Market a Change in Shares Outstanding.

Required Minimum. (a) The Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to this Agreement and in connection with the Convertible Notes exercise of the 2020 Warrants, in such amount as may then be required to fulfill its obligations in full under this Agreement and the Convertible Notes2020 Purchase Agreement, without regard to any conversion or exercise limits herein or therein, free from preemptive rights or any similar rights, taxes, liens, charges, encumbrances or other actual contingent purchase rights of Persons other than the Purchaser. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, with the Purchaser being entitled to all rights accorded to a holder of Common Stock. (b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 130% of (i) the Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to this Agreement and the 2020 Purchase Agreement, then the Board of Directors shall use reasonable best efforts to amend the Certificate of Incorporation to increase the number of authorized but unissued shares of Common Stock to increase the number of authorized but unissued shares of Common Stock to at least 130% of the Required Minimum at such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction DocumentsDocuments or the 2020 Purchase Agreement), as soon as reasonably practicable and in any event not later than the 30th day after such date, provided that the Company will not be required at any time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant to this Agreement or the 2020 Purchase Agreement. (c) On or prior to May 30, 2025, the The Company shall (i) in the time and manner required by the NYSE American, prepare and file with the Nasdaq Global Market NYSE American a Supplemental Listing of Additional Shares Notification under Listing Rule 5250(e)(2) (an “LAS Notification”) Application covering a number of shares of Common Stock at least equal to the Required Minimum. Promptly following Minimum on the date hereofof such application, the Company shall (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on Nasdaq Global Market NYSE American as soon as possible thereafter, (iii) provide to the Purchaser evidence of such listing or quotation and shall (iv) maintain the listing or quotation of a numbers of shares of such Common Stock on any date at least equal to the Required Minimum on such date on the Nasdaq Global MarketNYSE American. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. Following each Closing the Company shall, from time to time as required, within the time period required by the Nasdaq Global Market, prepare and file with the Nasdaq Global Market a Change in Shares Outstanding.

Required Minimum. (a) The Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to this Agreement and the Convertible Notes in such amount as may then be required to fulfill its obligations in full under this Agreement and the Convertible NotesAgreement, without regard to any conversion or exercise limits therein, free from preemptive rights or any similar rights, taxes, liens, charges, encumbrances or other actual contingent purchase rights of Persons other than the Purchaser. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, with the Purchaser being entitled to all rights accorded to a holder of Common Stock. (b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 130% of (i) the Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to this Agreement, then the Board of Directors shall use reasonable best efforts to amend the Certificate of Incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction Documents), as soon as reasonably practicable and in any event not later than the 30th day after such date, provided that the Company will not be required at any time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant to this Agreement. (c) On or prior to May 30, 2025, the The Company shall (i) in the time and manner required by the NYSE American, prepare and file with the Nasdaq Global Market NYSE American a Supplemental Listing of Additional Shares Notification under Listing Rule 5250(e)(2) (an “LAS Notification”) Application covering a number of shares of Common Stock at least equal to the Required Minimum. Promptly following Minimum on the date hereofof such application, the Company shall (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on Nasdaq Global Market NYSE American as soon as possible thereafter, (iii) provide to the Purchaser evidence of such listing or quotation and shall (iv) maintain the listing or quotation of a numbers of shares of such Common Stock on any date at least equal to the Required Minimum on such date on the Nasdaq Global MarketNYSE American. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. Following each Closing the Company shall, from time to time as required, within the time period required by the Nasdaq Global Market, prepare and file with the Nasdaq Global Market a Change in Shares Outstanding.

Required Minimum. (a) The Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to this Agreement and the Convertible Notes in such amount as may then be required to fulfill its obligations in full under this Agreement and the Convertible NotesAgreement, without regard to any conversion or exercise limits therein, free from preemptive rights or any similar rights, taxes, liens, charges, encumbrances or other actual contingent purchase rights of Persons other than the Purchaser. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, with the Purchaser being entitled to all rights accorded to a holder of Common Stock. (b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 130% of (i) the Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to this Agreement, then the Board of Directors shall use reasonable best efforts to amend the Certificate of Incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction Documents), as soon as reasonably practicable and in any event not later than the 30th day after such date, provided that the Company will not be required at any time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant to this Agreement. (c) On or prior Prior to May 30, 2025the date hereof, the Company shall file has filed with the Nasdaq NASDAQ Global Market a Listing of Additional Shares Notification under Listing Rule 5250(e)(2) (an “LAS Notification”) covering a number of shares of Common Stock at least equal to the Required Minimum. Promptly following the date hereof, the Company shall take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on Nasdaq NASDAQ Global Market as soon as possible thereafter, and shall maintain the listing or quotation of a numbers of shares of Common Stock on any date equal to the Required Minimum on such date on the Nasdaq NASDAQ Global Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. Following each Closing the First Closing, the Company shall, from time to time as required, within the time period required by the Nasdaq NASDAQ Global Market, prepare and file with the Nasdaq NASDAQ Global Market a Change in Shares Outstanding.