Common use of Transfer Agent Reserve Clause in Contracts

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full: (a) the Company shall at all times require its transfer agent (its “Transfer Agent”) to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) (the “Transfer Agent Reserve”); (b) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer only (subject to subsection 4.11(c) immediately below); (c) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such is pre-approved in writing by the Buyer; (d) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the Buyer; (e) no less frequently than quarterly, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a) above, the Company shall immediately give instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (f) within three Trading Days of a written request from the Buyer, the Company shall certify in writing to the Buyer (1) the correctness of the Company’s Transfer Agent Reserve Calculation and (2) that either (A) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and the Warrant is exercised in full (or otherwise expired): (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) Share Reserve (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) immediately above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full: (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized authorized, but unissued Common Stock in an amount not less than the Reserved Amount (Share Reserve or such other amount as defined the Holder may authorize from time to time in the Note) writing (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) upon Holder’s written request, but no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate increase (or decrease if authorized by Holder in writing) the Transfer Agent Reserve as of such time to equal the Share Reserve (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares in increments of 100,000 shares of Common Stock; and (fvi) within three (3) Trading Days of a written request from the Buyer, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. If the Company has not instructed the Transfer Agent to so increase the Transfer Agent Reserve, then Holder is hereby authorized to send such written request to the Transfer Agent. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and the Warrant is exercised in full (or otherwise expired): (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (Share Reserve or such other amount as defined the Holder may authorize from time to time in the Note) writing (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) upon Holder’s written request, but no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate increase (or decrease if authorized by Holder in writing) the Transfer Agent Reserve as of such time to equal the Share Reserve (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares in increments of 10,000 shares of Common Stock; and (fvi) within three (3) Trading Days of a written request from the Buyer, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. If the Company has not instructed the Transfer Agent to so increase the Transfer Agent Reserve, then Holder is hereby authorized to send such written request to the Transfer Agent. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full: (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) Share Reserve (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) no less frequently than quarterly, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) immediately above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1) the correctness of the Company’s Transfer Agent Reserve Calculation and (2) that either (A) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 5.2(bb) are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and all Warrants are exercised in full (or otherwise expired): (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (Share Reserve or such other amount as defined the Holder may authorize from time to time in the Note) writing (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) upon Holder’s written request, but no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate increase (or decrease if authorized by Holder in writing) the Transfer Agent Reserve as of such time to equal the Share Reserve (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares in increments of 100,000 shares of Common Stock; and (fvi) within three (3) Trading Days of a written request from the Buyer, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. If the Company has not instructed the Transfer Agent to so increase the Transfer Agent Reserve, then Holder is hereby authorized to send such written request to the Transfer Agent. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and the Warrant is exercised in full (or otherwise expired): (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (Share Reserve or such other amount as defined the Holder may authorize from time to time in the Note) writing (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) upon Holder’s written request, but no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate increase (or decrease if authorized by Holder in writing) the Transfer Agent Reserve as of such time to equal the Share Reserve (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full: (a) the Company shall at all times require its transfer agent (its “Transfer Agent”) to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) (the “Transfer Agent Reserve”); (b) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer only (subject to subsection 4.11(c4.12(c) immediately below); (c) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such is pre-approved in writing by the Buyer; (d) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the Buyer; (e) no less frequently than quarterly, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a4.12(a) above, the Company shall immediately give instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares in increments of 1,000,000 shares of Common Stock; and (f) within three (3) Trading Days of a written request from the Buyer, the Company shall certify in writing to the Buyer (1) the correctness of the Company’s Transfer Agent Reserve Calculation and (2) that either (A) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. If the Company has not instructed the Transfer Agent to so increase the Transfer Agent Reserve, then Holder is hereby authorized to send such written request to the Transfer Agent. For the avoidance of any doubt, the requirements of this Section 4.11 4.12 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and the Warrant is exercised in full (or otherwise expired): (a) 1. the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) Share Reserve (the “Transfer Agent Reserve”); (b) 2. the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(3) immediately below); (c) 3. the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such is pre-approved in writing by the BuyerHolder; (d) 4. the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (e) 5. no less frequently than quarterly, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(1) immediately above, the Company shall immediately give instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (f) within three Trading Days of a written request from the Buyer6. no less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1a) the correctness of the Company’s Transfer Agent Reserve Calculation and (2b) that either (Ai) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (Bii) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 subsection 5.2(b)(xx) are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and the Warrant is exercised in full (or otherwise expired): (ai) the Company shall at all times initially require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) equal to 10,000,000 shares of Common Stock (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) immediately above, or if the Transfer Agent Reserve may be reduced such that it equals the Share Reserve calculated in the manner set forth in Section 5.2(n) above as of such date, the Company and, upon its receipt of a written request from the Company, the Holder shall immediately give joint written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve or decrease the Transfer Agent Reserve, as applicable, by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this AgreementAgreement if not cured within ten (10) days following any violation or breach of this Section 5.2.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s 's obligations hereunder and the Note are paid and performed in full:full and the Warrant is exercised in full (or otherwise expired): (ai) the Company shall initially require its Transfer Agent to establish a reserve of 94,052,089 shares of authorized but unissued Common Stock; PROVIDED, HOWEVER, that pursuant to Subsection (v) immediately below, the Company shall at all times after the end of the first calendar quarter following the date hereof require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) Share Reserve (the “Transfer Agent Reserve”"TRANSFER AGENT RESERVE"); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”"TRANSFER AGENT RESERVE CALCULATION"), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) immediately above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s 's Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and the Warrant is exercised in full (or otherwise expired): (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) Share Reserve (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will shall be permitted to reduce the Transfer Agent Reserve accordingly, unless (1) the Company fails to comply with subsection (v) immediately below, (2) an Event of Default (as defined in the Note) has otherwise occurred, or (3) the Holder in good ▇▇▇▇▇ ▇▇▇▇▇ itself insecure with respect to (A) the Company’s performance under any of the Transaction Documents or (B) the Company’s financial condition, business prospects and/or performance, in which case the Transfer Agent shall not issue such shares from the Transfer Agent Reserve, unless such and the Company shall not enter into any agreement with the Transfer Agent that is pre-approved contrary to, and shall only provide instructions to the Transfer Agent in writing by the Buyeraccordance with, this subsection (iii); (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstancescircumstances other than the issuance of shares pursuant to subsection (iii) immediately above, unless such reduction is pre-approved in writing by both the BuyerCompany and the Holder; (ev) no less frequently than quarterlyat the end of each calendar month, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) immediately above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than monthly, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement; provided, however, that the Company shall have ten (10) days after written notice thereof from the Holder to cure any breach of Section 5.2(bb).

Transfer Agent Reserve. From and after the date hereof that is ninety (90) days from the Closing Date and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and all the Warrants are exercised in full (or otherwise expired): (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (Share Reserve or such other amount as defined the Holder may authorize from time to time in the Note) writing (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) upon Holder’s written request, but no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate increase (or decrease if authorized by Holder in writing) the Transfer Agent Reserve as of such time to equal the Share Reserve (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares in increments of 5,000,000 shares of Common Stock; and (fvi) within three (3) Trading Days of a written request from the Buyer, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. If the Company has not instructed the Transfer Agent to so increase the Transfer Agent Reserve, then Holder is hereby authorized to send such written request to the Transfer Agent. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full: (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (Share Reserve or such other amount as defined the Holder may authorize from time to time in the Note) writing (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) no less frequently than quarterly, upon Holder’s written request the Company shall recalculate increase (or decrease if authorized by Holder in writing) the Transfer Agent Reserve as of such time to equal the Share Reserve (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares in increments of 500,000 shares of Common Stock; and (fvi) within three (3) Trading Days of a written request from the Buyer, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. If the Company has not instructed the Transfer Agent to so increase the Transfer Agent Reserve, then Holder is hereby authorized to send such written request to the Transfer Agent. For the avoidance of any doubt, the requirements of this Section 4.11 5.1(c) are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and the Warrant is exercised in full (or otherwise expired): (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (Share Reserve or such other amount as defined the Holder may authorize from time to time in the Note) writing (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) upon Holder’s written request, but no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate increase (or decrease if authorized by Holder in writing) the Transfer Agent Reserve as of such time to equal the Share Reserve (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full: (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) Share Reserve (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) immediately above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and the Warrants are exercised in full (or otherwise expired): (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) Share Reserve (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) no less frequently than quarterly, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) immediately above, the Company shall immediately give instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1) the correctness of the Company’s Transfer Agent Reserve Calculation and (2) that either (A) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 5.2(bb) are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:full and all Warrants are exercised in full (or otherwise expired): (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) Share Reserve (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) immediately above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s Transfer Agent Reserve Calculation and (2B) that either (A1) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s 's obligations hereunder and the each Note are paid and performed in full: (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) Share Reserve (the “"Transfer Agent Reserve”"); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-pre­ approved in writing by the BuyerHolder; (ev) no less frequently than quarterlyat the end of each calendar quarter, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “"Transfer Agent Reserve Calculation”"), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) immediately above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Trading Days of a written request from the Buyerno less frequently than quarterly, the Company shall certify in writing to the Buyer Holder (1A) the correctness of the Company’s 's Transfer Agent Reserve Calculation and (2B) that either (AI) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B2) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full: (ai) the Company shall at all times require its transfer agent (its “Transfer Agent”) Agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) Share Reserve (the “Transfer Agent Reserve”); (bii) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer Holder and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer Holder only (subject to subsection 4.11(c(iii) immediately below); (ciii) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer Holder pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such issuance is pre-approved in writing by the BuyerHolder; (div) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the BuyerHolder; (ev) no less frequently than quarterlyWithin five (5) Trading Days of the Holder’s written request, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a(i) immediately above, the Company shall immediately give written instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and (fvi) within three Within five (5) Trading Days of a the Holder’s written request from the Buyerrequest, the Company shall certify in writing to the Buyer Holder (1) the correctness of the Company’s Transfer Agent Reserve Calculation and (2) that either (A) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation. For the avoidance of any doubt, the requirements of this Section 4.11 5.2 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.