Common use of Reservation Clause in Contracts

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

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

Reservation. The From and after the date the Issuance Date, the Company shall reserve out of its authorized and unissued Common Stock a number of authorized and otherwise unreserved shares of Common Stock for each to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to the maximum number of Conversion Shares issuable pursuant to the terms of the Notes equal (without regard to 120% any limitation in Section 3(d) on the conversion of this Note) (the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date“Required Reserve Amount”). For so So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, Stock the Required Reserve Amount solely for the purpose of effecting the conversion of the Notes, 120% of the number of issuing shares of Common Stock as shall from time pursuant to time be necessary to effect the conversion terms of all of this Note and the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”)Other Notes. The initial number of shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the principal Principal amount of this Note and the Other Notes held by each holder at the Closing or increase (as defined in the number of reserved shares, as the case may be Purchase Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder's ’s Other Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share AllocationAllocation with respect to the portion of the Notes being transferred. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock share capital a number of shares of Common Stock Shares for each of the Notes equal to 120% one percent (100%) of the Conversion Rate with respect number of Shares as shall be necessary to effect the Conversion Amount conversion of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stockshare capital, solely for the purpose of effecting the conversion of the Notes, 120% one hundred percent (100%) of the number of shares of Common Stock Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Lien; provided that at no time shall the number of shares of Common Stock Shares so reserved be less than the number of shares Shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock Shares reserved for conversions of the Notes and each increase in the number of shares Shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the principal amount of the Notes Principal held by each holder at of the Closing or increase in the number of reserved shares, as the case may be Holders (the “Authorized Share Allocation”). In the event that a holder the Holder shall sell or otherwise transfer any of such holder's the Holder’s Notes, each transferee shall be allocated a pro rata portion of such holder's the Holder’s Authorized Share Allocation. Any shares of Common Stock Shares reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of NotesHolders, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120at least 150% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Installment Conversions, Alternate Conversions and Accelerations, of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversionsconversions and assuming such Notes remain outstanding until the Maturity Date) at the Conversion Price then in effect (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder at on the applicable Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

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

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

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are Preferred Shares remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120at least 200% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Alternate Conversions, of all of the Notes Preferred Shares then outstanding; provided that outstanding at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence Alternate Conversion Price then in effect (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved reserved) shall be allocated pro rata among the holders of the Notes Holders based on the principal amount number of the Notes Preferred Shares held by each holder at Holder on the Closing Initial Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder Holder shall sell or otherwise transfer any of such holder's NotesH▇▇▇▇▇’s Preferred Shares, each transferee shall be allocated a pro rata portion of such holder's Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes Preferred Shares shall be allocated to the remaining holders Holders of NotesPreferred Shares, pro rata based on the principal amount number of the Notes Preferred Shares then held by the Holders. Notwithstanding the foregoing, a Holder may allocate its Authorized Share Allocation to any other of the securities of the Company held by such holdersHolder (or any of its designees) by delivery of a written notice to the Company.

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are Debentures remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120at least 100% of the number of shares Ordinary Shares (and shall keep available under the ADS Registration Statement 100% of Common Stock such aggregate number of ADSs), in each case, as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversionsconversions and assuming such Debentures remain outstanding until the Maturity Date) at the Floor Price then in effect (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved reserved) shall be allocated pro rata among the holders of the Notes Debentures based on the original principal amount of the Notes Debentures held by each holder at on the Initial Closing Date (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's Notes’s Debentures, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock Ordinary Shares reserved and allocated to any Person that which ceases to hold any Notes Debentures shall be allocated to the remaining holders of NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes Preferred Shares are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the NotesPreferred Shares, 120130% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstandingPreferred Shares outstanding at such time; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by of the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”"REQUIRED RESERVE AMOUNT"). The initial number of shares of Common Stock reserved for conversions of the Notes Preferred Shares and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the principal amount number of the Notes Preferred Shares held by each holder at Holder on the Closing Initial Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”"AUTHORIZED SHARE ALLOCATION"). In the event that a holder Holder shall sell or otherwise transfer any of such holderHolder's Notesinterests in the Preferred Shares, each transferee shall be allocated a pro rata portion of such holderHolder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes Preferred Shares shall be allocated to the remaining holders Holders of Notes15 such Preferred Shares, pro rata based on the principal amount number of the Notes Preferred Shares then held by such holdersHolders.

Reservation. The From and after the date the Issuance Date, the Company shall reserve out of its authorized and unissued Common Stock a number of authorized and otherwise unreserved shares of Common Stock for each to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to 150% of the maximum number of Conversion Shares issuable pursuant to the terms of the Notes equal (without regard to 120% any limitation in Section 3(d) on the conversion of this Note) (the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date“Required Reserve Amount”). For so So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, Stock the Required Reserve Amount solely for the purpose of effecting the conversion of the Notes, 120% of the number of issuing shares of Common Stock as shall from time pursuant to time be necessary to effect the conversion terms of all of this Note and the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”)Other Notes. The initial number of shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the aggregate principal amount of this Note and of the Other Notes held by each holder at the Closing or increase (as defined in the number of reserved shares, as the case may be Securities Purchase Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder's ’s Other Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share AllocationAllocation with respect to the portion of the Notes being transferred. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are Preferred Shares remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120at least 150% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Alternate Conversions, of all of the Notes Preferred Shares then outstanding; provided that outstanding at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence Alternate Conversion Price then in effect (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved reserved) shall be allocated pro rata among the holders of the Notes Holders based on the principal amount number of the Notes Preferred Shares held by each holder at Holder on the Closing Initial Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder Holder shall sell or otherwise transfer any of such holder's Notes▇▇▇▇▇▇’s Preferred Shares, each transferee shall be allocated a pro rata portion of such holder's Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes Preferred Shares shall be allocated to the remaining holders Holders of NotesPreferred Shares, pro rata based on the principal amount number of the Notes Preferred Shares then held by the Holders. Notwithstanding the foregoing, a Holder may allocate its Authorized Share Allocation to any other of the securities of the Company held by such holdersHolder (or any of its designees) by delivery of a written notice to the Company.

Reservation. The Company shall initially reserve out of its authorized and unissued shares of Common Stock a number of shares of Common Stock for each of this Note and the Other Notes equal to 120100% of the Conversion Rate with respect to the Conversion Amount principal amount of each such Note as of the Issuance Date. For so So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this Note and the Other Notes, 120% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that provided, that, at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence pursuant hereto (in each case, without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of this Note and the Other Notes and each increase in the number of shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the principal Principal amount of this Note and the Other Notes held by each holder at the Closing (as defined in the Note Purchase Agreement) or at the time of the increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note, or a portion thereof, or any of such holder's ’s Other Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

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

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

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120130% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120130% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its ----------- authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120130% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion Conversion of the Notes, 120130% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion Conversion of all of the Notes then outstandingoutstanding pursuant to Sections 2 and 3; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversionsConversions) (the “Required Reserve Amount”"REQUIRED RESERVE AMOUNT"). The initial number of shares of Common Stock reserved for conversions Conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing (as defined in the Securities Exchange Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”"AUTHORIZED SHARE ALLOCATION"). In the event that a holder shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company initially shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes Note equal to 120130% of the Conversion Rate with in respect to of the Conversion Amount of each such Note as of the Issuance Issue Date. For so So long as any of the Notes are outstandingOutstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120130% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Outstanding Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the principal amount Principal Amount of the Notes held by each holder at Holder on the Closing Issue Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder Holder shall sell or otherwise transfer any of such holder's H▇▇▇▇▇’s interests in any Notes, each transferee shall be allocated a pro rata portion of such holder's Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders Holders of such Notes, pro rata based on the principal amount Principal Amount of the Notes then held by such holdersHolders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For Thereafter, the Company, so long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120105% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions conversion of the Notes and each increase in the number of shares of Common Stock so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing time of the Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The As of the Issuance Date, the Company shall have reserved (and shall not reduce such reserve out other than with respects to conversion, redemptions or payments of its authorized and unissued Common Stock a number of Installment Amounts with respect to the Notes) 7,034,564 shares of Common Stock for each of to effect the Notes equal to 120% of conversion and payments under the Conversion Rate with respect to Notes. After the Conversion Amount of each such Note Stockholder Reserve Deadline (as of defined in the Issuance Date. For Securities Purchase Agreement), so long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120at least 150% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Installment Conversions, and Accelerations, of all of the Notes then outstanding; provided outstanding (assuming for purposes hereof that (x) the Notes are convertible at no time the lower of (A) the Conversion Price Floor and (B) the Conversion Price as of the applicable date of determination and (y) any such conversion shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to not take into account any limitations on conversionsthe conversion of the Notes set forth in the Notes) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder at on the Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

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

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of authorized and otherwise unreserved shares of Common Stock for each to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to (i) from and after the date the Amendment and Restatement Date until the Authorized Stockholder Approval Date, the maximum number of Conversion Shares issuable pursuant to the terms of the Notes (without regard to any limitation in Section 3(d) on the conversion of this Note and assuming a Conversion Price equal to 120the Transaction Price and (ii) from and after the Authorized Stockholder Approval Date, the maximum number of Conversion Shares issuable pursuant to the terms of the Notes (without regard to any limitation in Section 3(d) on the conversion of this Note and assuming a Conversion Price equal to 50% of the Conversion Rate with respect to Transaction Price ) (as applicable, the Conversion Amount of each such Note as of the Issuance Date"Required Reserve Amount"). For so So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, Stock the Required Reserve Amount solely for the purpose of effecting the conversion of the Notes, 120% of the number of issuing shares of Common Stock as shall from time pursuant to time be necessary to effect the conversion terms of all of this Note and the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”)Other Notes. The initial number of shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the principal Principal amount of this Note and the Other Notes held by each holder at the Closing or increase (as defined in the number of reserved shares, as the case may be New Securities Purchase and Exchange Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders."

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes Debentures equal to 120100% of the entire Conversion Rate with respect to the entire Conversion Amount of each such Note Debenture as of the Issuance Date. For so So long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the NotesDebentures, 120100% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstanding; , provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes Debentures and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the original principal amount of the Notes Debentures held by each holder at on the Closing Date or increase in the number of reserved shares, shares (as the case may be be) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's Notes’s Debentures, each transferee shall be allocated a pro rata portion of such holder's Authorized ’s Authorization Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes Debentures shall be allocated to the remaining holders of NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued shares of Common Stock a number of shares of Common Stock for each of this Note, the Other Notes and the Warrants equal to 120% at least the Initial Required Reserve Amount (as defined in the Securities Purchase Agreement) to effect the conversion of this Note and the Other Notes and the exercise of the Conversion Rate with respect Warrants, without regard to the Conversion Amount of each such Note as of the Issuance Dateany limitations on conversion or exercise set forth herein or therein. For so So long as any of this Note, the Other Notes or the Warrants are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this Note and the Notes, 120% Other Notes and the exercise of the Warrants, the number of shares of Common Stock equal to the Initial Required Reserve Amount or such additional number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of this Note and the Other Notes and the exercise of all of the Warrants then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (in each case, without regard to any limitations on conversionsconversions or exercises) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of this Note and the Other Notes and for exercise of the Warrants and each increase in the number of shares so reserved shall be allocated pro rata among the Holder, the holders of the Other Notes and the holders of the Warrants based on the principal Principal amount of this Note and the Other Notes held by each holder at Purchaser on the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of Following the Notes equal to 120% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Stockholder Approval Date. For , so long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120130% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “"Required Reserve Amount”"). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The From and after the date the Issuance Date, the Company shall reserve out of its authorized and unissued Common Stock a number of authorized and otherwise unreserved shares of Common Stock for each to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to the maximum number of Conversion Shares issuable pursuant to the terms of the Notes equal (without regard to 120% any limitation in Section 3(d) on the conversion of this Note) (the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date“Required Reserve Amount”). For so So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, Stock the Required Reserve Amount solely for the purpose of effecting the conversion of the Notes, 120% of the number of issuing shares of Common Stock as shall from time pursuant to time be necessary to effect the conversion terms of all of this Note and the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”)Other Notes. The initial number of shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the principal Principal amount of this Note and the Other Notes held by each holder at the Closing or increase (as defined in the number of reserved shares, as the case may be Exchange Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder's ’s Other Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share AllocationAllocation with respect to the portion of the Notes being transferred. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock Shares a number of shares of Common Stock Shares for each of the Notes Debentures equal to 120% two-hundred twenty five percent (225%) of the entire Conversion Rate with respect to the Conversion Amount entire outstanding principal amount of each such Note Debenture as of the Issuance Original Issue Date. For so So long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common StockShares, solely for the purpose of effecting the conversion of the NotesDebentures and other issuances hereunder, 120% including Section 5, two-hundred twenty five percent (225%) of the number of shares of Common Stock Shares as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstanding; outstanding(the “Required Reserve Amount”), provided that at no time shall the number of shares of Common Stock Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock Shares reserved for conversions of the Notes issuance hereunder and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the outstanding principal amount of the Notes Debentures held by each holder at on the Closing Original Issue Date or the date of the increase in the number of reserved shares, shares (as the case may be be) (the Holder’s pro rata portion of the initial Common Shares reserved for issuance and of each increase thereof as provided herein, the Holder’s “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's Notes’s Debentures, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock Shares reserved and allocated to any Person that which ceases to hold any Notes Debentures shall be allocated to the remaining holders of NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.

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

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120130% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120130% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing (as defined in the Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock Shares a number of shares of Common Stock Shares for each of the Notes Debentures equal to 120% two-hundred twenty five percent (225%) of the entire Conversion Rate with respect to the Conversion Amount entire outstanding principal amount of each such Note Debenture as of the Issuance Original Issue Date. For so So long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common StockShares, solely for the purpose of effecting the conversion of the NotesDebentures and other issuances hereunder, 120% including ▇▇▇▇▇▇▇ ▇, ▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇ five percent (225%) of the number of shares of Common Stock Shares as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstanding; outstanding(the “Required Reserve Amount”), provided that at no time shall the number of shares of Common Stock Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock Shares reserved for conversions of the Notes issuance hereunder and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the outstanding principal amount of the Notes Debentures held by each holder at on the Closing Original Issue Date or the date of the increase in the number of reserved shares, shares (as the case may be be) (the Holder’s pro rata portion of the initial Common Shares reserved for issuance and of each increase thereof as provided herein, the Holder’s “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's Notes’s Debentures, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock Shares reserved and allocated to any Person that which ceases to hold any Notes Debentures shall be allocated to the remaining holders of NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.

Reservation. The Company initially shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120% [130]% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120% [130]% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversions) (the “Required Reserve Amount”"REQUIRED RESERVE AMOUNT"). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the remaining holders of the Notes based on the principal amount of the Notes held by each holder at the Closing or increase (as defined in the number of reserved shares, as the case may be Securities Purchase Agreement) (the “Authorized Share Allocation”"AUTHORIZED SHARE ALLOCATION"). In the event that a holder shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120125% of the entire Conversion Rate with respect to the entire Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action reasonably necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; , provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder at on the Closing Date or increase in the number of reserved shares, shares (as the case may be be) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company initially shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes Note equal to 120130% of the Conversion Rate with in respect to of the Conversion Amount of each such Note as of the Issuance Issue Date. For so So long as any of the Notes are outstandingOutstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120130% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Outstanding Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “"Required Reserve Amount”"). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the principal amount Principal Amount of the Notes held by each holder at Holder on the Closing Issue Date or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder Holder shall sell or otherwise transfer any of such holderHolder's interests in any Notes, each transferee shall be allocated a pro rata portion of such holderHolder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders Holders of such Notes, pro rata based on the principal amount Principal Amount of the Notes then held by such holdersHolders.

Reservation. The Company initially shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120130% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120130% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by of the previous sentence (without regard to any limitations on conversions) (the “"Required Reserve Amount”"). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes and the Additional Notes equal to 120130% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes and the Additional Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes and the Additional Notes, 120% of the number of shares of Common Stock specified above in this Section 10(a) as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided provided, that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence pursuant hereto (in each case, without regard to any limitations on conversions) (the “"Required Reserve Amount”"). The initial number of shares of Common Stock reserved for conversions of the Notes and the Additional Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes and the Additional Notes based on the principal amount of the Notes and Additional Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder shall sell or otherwise transfer any of such holder's Notes or Additional Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes or Additional Notes shall be allocated to the remaining holders of Notes and Additional Notes, pro rata based on the principal amount of the Notes and Additional Notes then held by such holders.

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120at least 200% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Installment Conversions, Alternate Conversions and Accelerations, of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversionsconversions and assuming such Notes remain outstanding until the Maturity Date) at the Alternate Conversion Price then in effect (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder at on the Initial Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120% of the a number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all for each of the Notes then outstanding; provided that at no time shall equal to the number greater of (x) 4,046,243 shares of Common Stock so reserved be less than the (which number of shares required equals 105% of the Conversion Rate with respect to be reserved by the previous sentence Conversion Amount of each such Note as of the Issuance Date) and (without regard y) 100% of the Conversion Rate with respect to any limitations on conversions) the Conversion Amount of each such Note as then in effect (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing (as defined in the Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes Debentures equal to 120150% of the Conversion Rate with respect to the Conversion Amount of each such Note Debenture as of the Issuance Date. For Thereafter, the Company, so long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the NotesDebentures, 120130% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes Debentures and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the principal amount of the Notes Debentures held by each holder at the Closing time of Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's Notes’s Debentures, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes Debentures shall be allocated to the remaining holders of NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120225% of the entire Conversion Rate with respect to the entire Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the NotesNotes and other issuances hereunder, 120including Section 2, 225% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; , provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes issuance hereunder and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder at on the Closing Issuance Date or the date of the increase in the number of reserved shares, shares (as the case may be be) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120130% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120150% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstandingoutstanding pursuant to Sections 2 and 3; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120100% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For Thereafter, the Company, so long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120100% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing time of Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued shares of Common Stock a number of shares of Common Stock for each of this Note and the Other Notes equal to 120150% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this Note and the Other Notes, 120% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided provided, that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence pursuant hereto (in each case, without regard to any limitations on conversions) (the “"Required Reserve Amount”"). The initial number of shares of Common Stock reserved for conversions of this Note and the Other Notes and each increase in the number of shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the principal Principal amount of this Note and the Other Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder shall sell or otherwise transfer this Note or any of such holder's Other Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders. ___________________________ 4 Insert date that is ninety one (91) days immediately following the Issuance Date or, if such date falls on a Holiday, the next day that is not a Holiday. 5 Insert dollar amount equal to 2% of the Original Principal Amount of this Note.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock share capital a number of shares of Common Stock Shares for each of the Notes equal to 120% one hundred twenty-five percent (125%) of the Conversion Rate with respect number of Shares as shall be necessary to effect the Conversion Amount conversion of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stockshare capital, solely for the purpose of effecting the conversion of the Notes, 120% one hundred twenty-five percent (125%) of the number of shares of Common Stock Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Lien; provided that at no time shall the number of shares of Common Stock Shares so reserved be less than the number of shares Shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock Shares reserved for conversions of the Notes and each increase in the number of shares Shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the principal amount of the Notes Principal held by each holder at of the Closing or increase in the number of reserved shares, as the case may be Holders (the “Authorized Share Allocation”). In the event that a holder the Holder shall sell or otherwise transfer any of such holder's the Holder’s Notes, each transferee shall be allocated a pro rata portion of such holder's the Holder’s Authorized Share Allocation. Any shares of Common Stock Shares reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of NotesHolders, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company initially shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes this Note equal to 120175% of the Conversion Rate with respect to the Conversion Amount number of each such shares of Common Stock issuable upon conversion of this Note as of the Issuance DateAmendment Date (without regard to any limitations on conversions). For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120175% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by pursuant to the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes (including without limitation this Note) based on the principal amount of the Notes held by each holder at the Closing (as defined in the Amendment Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For shall, so long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120% of the such number of shares of Common Stock Shares as shall from time to time be necessary sufficient to effect the conversion of all of the Notes principal amount then outstandingoutstanding under the Notes; provided that the number of Shares so reserved shall at no time shall be less than 100% of the number of shares of Common Stock so reserved be less than Shares for which the number of shares required to be reserved by the previous sentence Notes are at any time convertible (without regard to any limitations on conversions) (the “Required Reserve Amount”"REQUIRED RESERVE AMOUNT"). The initial number of shares of Common Stock Shares reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing time of issuance of the Notes or increase in the number of reserved sharesShares, as the case may be (the “Authorized Share Allocation”)be. In the event that a holder the Holder shall sell or otherwise transfer any portion of such holderthe Holder's Notes, each transferee shall be allocated a pro rata portion of the number of Shares reserved for such holder's Authorized Share Allocationtransferor. Any shares of Common Stock Shares reserved and allocated to any Person that ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 120150% of the entire Conversion Rate with respect to the entire Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 120150% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; , provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder at on the Closing Date or increase in the number of reserved shares, shares (as the case may be be) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's ’s Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock Shares a number of shares of Common Stock Shares for each of the Notes equal to 120130% of the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date. For so So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common StockShares, solely for the purpose of effecting the conversion of the Notes, 120130% of the number of shares of Common Stock Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “"Required Reserve Amount”"). The initial number of shares of Common Stock Shares reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder of the Notes at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder of Notes shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock Shares reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

Reservation. The Company shall reserve out of its authorized and unissued Common Stock a number of authorized and otherwise unreserved shares of Common Stock for each to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to (i) from and after the date the Subscription Date until the Authorized Stockholder Approval Date, the maximum number of Conversion Shares issuable pursuant to the terms of the Notes (without regard to any limitation in Section 3(d) on the conversion of this Note and assuming a Conversion Price equal to 120the Transaction Price and (ii) from and after the Authorized Stockholder Approval Date, the maximum number of Conversion Shares issuable pursuant to the terms of the Notes (without regard to any limitation in Section 3(d) on the conversion of this Note and assuming a Conversion Price equal to 50% of the Conversion Rate with respect to Transaction Price ) (as applicable, the Conversion Amount of each such Note as of the Issuance Date"Required Reserve Amount"). For so So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, Stock the Required Reserve Amount solely for the purpose of effecting the conversion of the Notes, 120% of the number of issuing shares of Common Stock as shall from time pursuant to time be necessary to effect the conversion terms of all of this Note and the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”)Other Notes. The initial number of shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the principal Principal amount of this Note and the Other Notes held by each holder at the Closing or increase (as defined in the number of reserved shares, as the case may be New Securities Purchase and Exchange Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders."

Reservation. The From and after the second Trading Day after the Company receives a notice from the Placement Agent to effect a reverse stock split with respect to its Common Stock, the Company shall reserve out of its authorized and unissued Common Stock a number of authorized and otherwise unreserved shares of Common Stock for each to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to 300% of the maximum number of Conversion Shares issuable pursuant to the terms of the Notes equal (without regard to 120% any limitation in Section 3(d) on the conversion of this Note) (the Conversion Rate with respect to the Conversion Amount of each such Note as of the Issuance Date“Required Reserve Amount”). For so So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, Stock the Required Reserve Amount solely for the purpose of effecting the conversion of the Notes, 120% of the number of issuing shares of Common Stock as shall from time pursuant to time be necessary to effect the conversion terms of all of this Note and the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”)Other Notes. The initial number of shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the principal Principal amount of this Note and the Other Notes held by each holder at the Closing or increase (as defined in the number of reserved shares, as the case may be Securities Purchase Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder's ’s Other Notes, each transferee shall be allocated a pro rata portion of such holder's ’s Authorized Share AllocationAllocation with respect to the portion of the Notes being transferred. Any shares of Common Stock reserved and allocated to any Person that which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.