“(e) Forced Exercise. Subject to the provisions of this Section 2(e), if and only if (i) a registration statement shall be effective as to all of the Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder for the last thirty (30) days, (ii) the Common Stock shall be listed or quoted for trading on the Trading Market for the last thirty (30) days, (iii) there is a sufficient number of authorized shares of Common Stock for issuance of all of the Conversion Shares under the Preferred Stock then outstanding and issuable upon exercise in full of this Warrant and there is no existing Authorized Share Failure for the last thirty (30) days, (iv) there is no Triggering Event or any event that has occurred and, with passage of time or delivery of notice, would result in a Triggering Event for the last thirty (30) days, (v) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (vi) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, (vii) the Holder has not been subject to any restriction or limitation on conversions of shares of Preferred Stock or trading in general from Holder’s prime broker which restricts at all the Holder’s conversions of shares of Preferred Stock then held by the Holder or conversions of any Warrant Shares for the last thirty (30) days, (viii) the average daily trading volume of the Common Stock on the principal Trading Market for the 30 Trading Days immediately prior to a Forced Exercise is not less than $40,000 and (ix) each VWAP for the Common Stock for the 30 Trading Days immediately prior to a Forced Exercise has not, at any time during such period, been less than $0.05, subject to adjustment for reverse and forward stock splits and the like, then the Company shall have the right to require the Holder to exercise a portion of this Warrant equal to up to $400,000 of aggregate Exercise Price into Warrant Shares (a “Forced Exercise”) per calendar month commencing on June 3, 2019 and on the first Trading Day of each month thereafter until the earlier of such time that the aggregate amount of Forced Exercises is $2,000,000 and November 1, 2019 (each such date, the “Forced Exercise Date”), which $400,000 and $2,000,000 respectively, of aggregate Exercise Price shall be allocated pro-rata among the Holders of the Warrants based on such Holder’s original Subscription Amount, provided that, in connection with any Forced Exercise, the Holder shall have the right to exercise Series 1 Warrants, Series 2 Warrants, and/or Series 3 Warrants held by such Holder in such Holder’s sole discretion in the amount of the Forced Exercise; provided, however, that in no event shall a Forced Exercise occur on any date on which there is not an effective registration statement for the issuance of all of the Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder or on any date on which there is an Authorized Share Failure; provided, further however, that, if the Holder exercises any portion of this Warrant at any time on or prior to a Forced Exercise Date, the Company’s right to require the Holder to exercise a portion of this Warrant shall be reduced, on a $1 for $1 basis (based on aggregate Exercise Price of any exercises on or prior to the Forced Exercise Date), which shall reduce the aggregate Exercise Price subject to the next Forced Exercise hereunder. The Company may exercise its right to require a Forced Exercise under this Section 2(e) by delivering a written notice thereof to all, but not less than all, of the holders of Warrants issued under the Purchase Agreement (such notice, a “Forced Exercise Notice” and the date thereof, a “Forced Exercise Notice Date”) at least ten (10) Trading Days prior to the Forced Exercise Date. For purposes of this Section 2(e), “Forced Exercise Date” shall be deemed to replace the date of delivery of the Notice of Exercise for all purposes hereunder as if the Holder delivered an Exercise Notice to the Company on the Forced Exercise Date. For the avoidance of doubt, if (i) any Authorized Share Failure or any Triggering Event has occurred and is continuing, unless such Triggering Event has been waived in writing by the Holder, the Company shall have no right to effect a Forced Exercise, provided that such Triggering Event shall have no effect upon the Holder’s right to exercise this Warrant in its discretion, and (ii) the Company may deliver a Forced Exercise Notice on the Forced Exercise Notice Date even though certain conditions to the Forced Exercise may only be satisfied on the Forced Exercise Date, provided that the Forced Exercise shall remain contingent upon the satisfaction of such conditions on the Forced Exercise Date. If the Company elects to cause a Forced Exercise of this Warrant pursuant to this Section 2(e), then the Company must simultaneously take the same action in the same proportion with respect to up to $400,000 of aggregate Exercise Price of the Warrants issued under the Purchase Agreement.”
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3. Issuance of Additional Securities. In consideration for the covenants and amendments set forth in Section 1 and 2 of this Agreement, the Company hereby agrees to issue to the Purchasers, for no additional consideration, (a) on the date hereof, New Warrants, in the form of Exhibit A attached hereto, to purchase up to 2,500 shares of Series B Preferred, issued pro rata to the Purchasers based on initial Subscription Amounts under the Purchase Agreement, and (b) on the date hereof, 100 shares of Series B Preferred with the rights and preferences set forth in the Amended Certificate of Designation of the Series B Preferred that has been filed with the Secretary of State of Nevada in the form of Exhibit B attached hereto (the “Amended Certificate of Designation”), issued pro rata to the Purchasers based on the aggregate Exercise Price of the Warrants exercised pursuant to Section 1. The Company shall promptly deliver to the Purchasers the Additional Securities under clauses (a) and (b) herein within 2 Trading Days of the date hereof. In addition, during the period commencing on the date hereof and ending on November 9, 2019, upon each exercise of the New Warrants and/or the Warrants (in any combination thereof) by the Purchasers, the Company shall issue to the exercising Purchaser a number of shares of Series B Preferred equal to one (1) share of Series B Preferred for each five (5) shares of Series B Preferred issued upon such exercise of the New Warrants or the Warrants, as applicable, up to an aggregate of 400 shares of Series B Preferred for the exercise of the New Warrants issued pursuant to clause (a) herein and/or the exercise of the Warrants (in any combination thereof), which shares of Series B Preferred shall be delivered to the respective Purchaser on the Warrant Share Delivery Date (as defined in the New Warrants or the Warrants, as applicable) related to such exercise of the New Warrants and/or the Warrants.
4. Extension of Warrant Termination Dates. The Termination Dates of the Series 1 Warrants shall be extended by six (6) months. Each Purchaser may require the Company to provide such Purchaser with new Series 1 Warrant certificates reflecting the amended terms under this Agreement, in form satisfactory to such Purchaser.
5. Amendment to Purchase Agreement. The Company and the Purchasers hereby agree to amend the definition of “Required Minimum” in Section 1.1 of the Purchase Agreement by inserting at the end of the definition of “Required Minimum” as follows:
“; provided, however, that, for the period of one hundred eighty (180) days following May 9, 2019 only, the Required Minimum shall be fixed at 70 million shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and similar transactions), provided further, however, that, following the expiration of such period, the Required Minimum shall equal the number of shares of Common Stock required hereunder.”
