Reservation of Common Stock. At all times during which a Note is convertible, the Company will reserve from its authorized and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of all outstanding Preferred Shares at least # three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Share Reserve as and when reasonably requested by Holder in writing from time to time. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reserve for the purpose of issuance of Conversion Shares under the Note a number of shares of Common Stock equal to the Share Reserve. Company shall further require the Transfer Agent to hold such shares of Common Stock exclusively for the benefit of Holder and to issue such shares to Holder promptly upon Holder’s delivery of a conversion notice under the Note. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficient number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the stockholders as soon as practicable after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence, for the sole purpose of increasing the number of authorized shares of Common Stock. In the case of a meeting of stockholders, the Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirements of this subsection. All calculations with respect to determining the Share Reserve shall be made without regard to any limitations on conversion of the Note.

Authorization and Reservation of Common Stock. AtShares. The Company shall at all times during whichhave authorized, and reserved for the purpose of issuance, a Note is convertible, the Company will reserve from its authorized and unissuedsufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Note and issuance of Common Stock upon the full conversion of all outstanding PreferredConversion Shares at least # three (3) times the quotient obtained by dividing the outstanding balance byin connection therewith (based on the Conversion Price (as definedof the Note in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Share Reserve as and when reasonably requested by Holder in writingeffect from time to time. In furtherance thereof, fromtime) and afteras otherwise required by the date hereof and until such time that the Note has been paid in fullNote. The Company shall requirenot reduce the Transfer Agent to reserve for the purpose of issuance of Conversion Shares under the Note a number of shares of Common Stock equal toreserved for issuance upon conversion of Note without the Share Reserve.consent of the Buyer. The Company shall further requireat all times maintain the Transfer Agent to hold suchnumber of shares of Common Stock exclusivelyso reserved for issuance at an amount (“Reserved Amount”) equal to five times the benefitnumber that is then actually issuable upon full conversion of Holderthe Note and Additional Note (based on the Conversion Price of the Note in effect from time to issue such shares to Holder promptly upon Holder’s deliverytime). If at any time the number of a conversion notice under the Note. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increaseauthorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Share Reserve,Reserved Amount, the Company shall use its best effortswill promptly take all corporate action necessary to cause stockholders holdingauthorize and reserve a sufficient number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or callshares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the stockholders as soon as practicable afterCompany’s obligations under this [Section 4(g)], in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such occurrence, butauthorized number of shares, and voting the management shares of the Company in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, butfavor of an increase in no event later than sixty (60) calendar days after such occurrence, for the sole purposeauthorized shares of increasingthe Company to ensure that the number of authorized shares of Common Stock. Inis sufficient to meet the case of a meeting of stockholders,Reserved Amount. If the Company’s management shall recommendCompany fails to obtain such shareholder approval within thirty (30) days following the Company’s stockholders to vote in favor of increasingdate on which the number of authorized sharesReserved Amount exceeds the Authorized and Reserved Shares, it will be considered an Event of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirements of this subsection. All calculations with respect to determining the Share Reserve shall be made without regard to any limitations on conversiondefault under Section 3.4 of the Note.

Reservation of Common Stock. At all times during which a Note is convertible, theThe Company willshall reserve from its authorized and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of all outstanding Preferred Shares at least # three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any event not less than 225 million650,000,000 shares of Common Stock shall be reserved at all times for such purposeconversions under this Note (the “Share Reserve”“Share Reserve”). Company further agrees that it will causeThe investor shall have the Transfer Agentright to immediately add shares of Common Stock to the Share Reserve as and when reasonably requested by Holder in writing from time to time. In furtherance thereof, from and after the date hereof and until such timeperiodically request that the Note has been paid in full Company shall requirenumber of Reserved Shares be increased so that the Transfer Agent to reserve fornumber of Reserved Shares at least equals 400% of the purpose of issuance of Conversion Shares under the Note a number of shares of Common Stock equalCompany common stock issuable upon conversion of the Note. The Company shall pay all costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The Company will instruct its transfer agent to provide the outstanding share information to the Share Reserve. CompanyHolder in connection with its conversions. At all times, the reserve shall further requirebe maintained with the Transfer Agent to hold suchat four times the amount of shares of Common Stock exclusively forrequired if the benefit of Holder and to issue such shares to Holder promptly upon Holder’s delivery of a conversion notice under the Note.Note would be fully converted. If the Company does not have sufficient authorized and unissued shares of Common Stock availabledefaults on these terms, the conversion discount will increase to increase the Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficient number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the stockholders as soon as practicable after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence, for the sole purpose of increasing the number of authorized shares of Common Stock. In the case of a meeting of stockholders, the Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirements of this subsection. All calculations with respect to determining the Share Reserve shall be made without regard to any limitations on conversion of the Note.55%.

6 Reservation of Common Stock. AtShares. The Company shall at all times during which atimes, so long as any principal amount of the Note is convertible, the Company willoutstanding, reserve fromand keep available out of its authorized and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of all outstanding Preferred Shares at least # three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Share Reserve as and when reasonably requested by Holder in writing from time to time. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reserveStock, solely for the purpose of issuanceeffecting the conversion of Conversion Shares under the Note aNote, eight times the number of shares of Common Stock equalas shall at all times be sufficient to effect the conversion of all of the principal amount, plus Interest and Default Interest, if any, of the Note then outstanding Share Reserve"), unless the Holder stipulates otherwise in the "Irrevocable Letter of Instructions to the Share Reserve. Company shall further requireTransfer Agent. So long as this Note is outstanding, upon written request of the Holder or via telephonic communication, the Company's Transfer Agent shall furnish to hold suchthe Holder the then-current number of common shares Issued and outstanding, the then-current number of Common Stock exclusively forcommon shares authorized, the benefitthen-current number of Holderunrestricted shares, and to issue such shares to Holder promptly upon Holder’s delivery of a conversion notice under the Note. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficientthen-current number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the stockholders as soon as practicable after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence,reserved for the sole purpose of increasing the number of authorized shares of Common Stock. In the case of a meeting of stockholders, the Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirements of this subsection. All calculations with respect to determining the Share Reserve shall be made without regard to any limitations on conversion of the Note.third parties.

Reservation of Common Stock. At all times during which a Note is convertible, theRESERVATION OF AUTHORIZED SHARES. The Company willshall initially reserve fromout of its authorized and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of all outstanding Preferred Shares at least # three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Share Reserve as and when reasonably requested by Holder in writing from time to time. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reserve for the purpose of issuance of Conversion Shares under the Note a number of shares of Common Stock equalsufficient to permit conversion of this Note. Thereafter, so long as any portion of this Note remains outstanding, the Share Reserve. Company shall further require the Transfer Agenttake all reasonable action necessary to hold such sharesreserve and keep available out of Common Stock exclusively for the benefit of Holder and to issue such shares to Holder promptly upon Holder’s delivery of a conversion notice under the Note. If the Company does not have sufficientits authorized and unissued sharesCommon Stock, solely for the purpose of Common Stock available to increaseeffecting the Share Reserve,conversion of the Company shall use its best efforts to cause stockholders holding a sufficientNote, the number of shares of common stocksufficient to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the stockholders as soon as practicable after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence, for the sole purpose of increasing the number of authorized shares of Common Stock. In the case of a meeting of stockholders, the Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirementspermit conversion of this subsection. All calculations with respect to determining the Share Reserve shall be made without regard to any limitations on conversion of the Note.

Reservation of Common Stock. At all times during which a Note is convertible, theThe Company willshall reserve fromand keep available out of its authorized andbut unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of all outstanding Preferred Shares at least # three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Share Reserve as and when reasonably requested by Holder in writing from time to time. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reserveStock, solely for the purpose of issuanceeffecting the conversion of Conversion Shares under the Note athis Note, such number of shares of Common Stock equalas shall from time to time be sufficient to effect such conversion, based upon the Share Reserve. Company shall further require the Transfer Agent to hold such shares of Common Stock exclusively for the benefit of Holder and to issue such shares to Holder promptly upon Holder’s delivery of a conversion notice under the Note. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficient number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the stockholders as soon as practicable after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence, for the sole purpose of increasing the number of authorized shares of Common Stock. In the case of a meeting of stockholders, the Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirements of this subsection. All calculations with respect to determining the Share Reserve shall be made without regard to any limitations on conversion of the Note.Conversion Price.

Reservation of Common Stock. At all times during which a Note is convertible,Shares. On the date hereof, Company will reserve 7,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for the issuanceall issuances of Common Stock uponunder the full conversion of all outstanding Preferred Shares at least # three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purposeNote and Warrant (the “Share Reserve”“Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add additional shares of Common Stock to the Share Reserve in increments of 1,000,000 shares as and when reasonably requested by Holder in writing from time to time. In furtherance thereof, from and afterInvestor if as of the date hereof and untilof any such time thatrequest the Note has been paidnumber of shares being held in full Company shall require the Transfer Agent to reserve forShare Reserve is less than # three (3) times the purpose of issuance of Conversion Shares under the Note a number of shares of Common Stock equalobtained by dividing the Outstanding Balance (as defined in the Note) as of the date of the request by the Installment Conversion Price (as defined in the Note), plus # three (3) times the number of Warrant Shares (as determined pursuant to the Share Reserve.Warrant) deliverable upon full exercise of the Warrant. Company shall further require the Transfer Agent to hold suchthe shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of HolderInvestor and to issue such shares to HolderInvestor promptly upon Holder’Investor’s delivery of a conversion notice under the Note. IfNote or a notice of exercise under the Warrant. Finally, Company does not have sufficient authorized and unissuedshall require the Transfer Agent to issue shares of Common Stock availablepursuant to increasethe Note and the Warrant to Investor out of its authorized and unissued shares, and not the Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficient number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the stockholders as soon as practicable after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence, for the sole purpose of increasing the number of authorized shares of Common Stock. In the case of a meeting of stockholders, the Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorizedextent shares of Common Stock have been authorized, but not issued, and managementare not included in the Share Reserve. The Transfer Agent shall also vote allonly issue shares out of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirements of this subsection. All calculations with respect to determining the Share Reserve shall be made without regard to any limitations on conversion of the Note.extent there are no other authorized shares available for issuance and then only with Investor’s written consent.

Reservation of Common Stock. AtBorrower shall take all times during which a Note is convertible, the Company will reserve from its authorized and unissued Common Stockaction reasonably necessary to provide for the issuance of Common Stock upon the full conversion of all outstanding Preferred Shares at least # three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as defined in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Share Reserve ashave authorized, and when reasonably requested by Holder in writing from time to time. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reservereserved for the purpose of issuance of Conversion Shares under the Note aissuance, such number of shares of Common Stock equalas shall be necessary to effect the full conversion of the Note in accordance with its terms (the “Share Reserve”). If at any time the Share Reserve. CompanyReserve is insufficient to effect the full conversion of the Note then outstanding, Borrower shall further requireincrease the Transfer Agent to hold such shares of Common Stock exclusively for the benefit of Holder and to issue such shares to Holder promptly upon Holder’s delivery of a conversion notice under the Note.Share Reserve accordingly. If the CompanyBorrower does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the CompanyBorrower shall use its best efforts to cause stockholders holding a sufficient number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or call and hold a special meeting of the stockholders as soon as practicable aftershareholders within forty-five (45) days of such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence,or take action by the written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares of Common Stock. Inequal to three (3) times the case of a meeting of stockholders, the Company’Conversion Shares. Borrower’s management shall recommend to the Company’s stockholdersshareholders to vote in favor of increasing the number of authorized shares of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirements of this subsection. All calculations with respect to determining the Share Reserve shall be made without regard to any limitations on conversion of the Note.authorized.

ReservationThe Company shall issue irrevocable transfer agent instructions reserving 6,000,000 shares of Common Stock. At all times during which a Note is convertible, the Company will reserve from its authorized and unissued Common Stock to provide for the issuance of Common Stock upon theconversions under this Note (the “Share Reserve”). Upon full conversion of all outstanding Preferred Shares at least # three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as definedthis Note, any shares remaining in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Share Reserve as and when reasonably requested by Holder in writing from time to time. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reserve for the purpose of issuance of Conversion Shares under the Note a number of shares of Common Stock equal to the Share Reserve. Company shall further require the Transfer Agent to hold such shares of Common Stock exclusively for the benefit of Holder and to issue such shares to Holder promptly upon Holder’s delivery of a conversion notice under the Note. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficient number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the stockholders as soon as practicable after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence, for the sole purpose of increasing the number of authorized shares of Common Stock. In the case of a meeting of stockholders, the Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirements of this subsection. All calculations with respect to determining the Share Reserve shall be made without regardcancelled. The Company shall pay all costs associated with issuing and delivering the shares. The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to any limitations on conversion of the Note.time to reserve such amounts.

ReservationThe Company shall issue irrevocable transfer agent instructions reserving of Common Stock. At all times during which a Note is convertible, the Company will reserve from9,600,000 shares of its authorized and unissued Common Stock to provide for the issuance of Common Stock upon theconversions under this Note (the “Share Reserve”). Upon full conversion of all outstanding Preferred Shares at least # three (3) times the quotient obtained by dividing the outstanding balance by the Conversion Price (as definedthis Note, any shares remaining in the Note) but in any event not less than 225 million shares of Common Stock shall be reserved at all times for such purpose (the “Share Reserve”). Company further agrees that it will cause the Transfer Agent to immediately add shares of Common Stock to the Share Reserve as and when reasonably requested by Holder in writing from time to time. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full Company shall require the Transfer Agent to reserve for the purpose of issuance of Conversion Shares under the Note a number of shares of Common Stock equal to the Share Reserve. Company shall further require the Transfer Agent to hold such shares of Common Stock exclusively for the benefit of Holder and to issue such shares to Holder promptly upon Holder’s delivery of a conversion notice under the Note. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall use its best efforts to cause stockholders holding a sufficient number of shares of common stock to effectuate such action by signing a majority written consent of stockholders or call a special meeting of the stockholders as soon as practicable after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty (60) calendar days after such occurrence, for the sole purpose of increasing the number of authorized shares of Common Stock. In the case of a meeting of stockholders, the Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock and management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirements of this subsection. All calculations with respect to determining the Share Reserve shall be made without regardcancelled. The Company shall pay all costs associated with issuing and delivering the shares. If the Holder is required to any limitations onpay for the conversion, it may deduct the conversion cost from the principal being converted. The company should at all times reserve a minimum of four times the Note.amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts.