Common use of Beneficial Ownership Restrictions Clause in Contracts

Beneficial Ownership Restrictions. Notwithstanding anything to the contrary in this Warrant, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that, after giving effect to the exercise set forth on the applicable Exercise Notice, such Holder (together with such Holder’s “affiliates,” as such term is defined in Rule 405 under the Securities Act of 1933, and any Persons acting as a group together with such Holder or any of such Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining unexercised portion of this Warrant beneficially owned by such Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company that are subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers an Exercise Notice that such Exercise Notice has not violated the restrictions set forth in this Section 1(e) and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 1(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such Holder or its affiliates. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only apply to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.

Beneficial Ownership Restrictions. Notwithstanding anything to the contrary in this Warrant, the Company shall A Holder may not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that, after giving effect to the exercise set forth on the applicable Exercise Notice, such Holder (together with such Holder’s “affiliates,” as such term is defined in Rule 405 under the Securities Act of 1933, and any Persons acting as a group together with such Holder convert Debentures or any of such Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of receive shares of Common Stock as payment of interest hereunder to the extent such conversion or receipt of such interest payment would result in the Holder, together with its Affiliates, beneficially owned owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest on, the Debentures held by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise after application of this Warrant Section. The Holder shall be entitled to rely on the Company's public filing with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion then issued and outstanding, and the Holder may inquire of the remaining unexercised portion of this Warrant beneficially owned by such Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company that are subject Company's Chief Financial Officer to obtain a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentencemore current number, for purposes of this Section, beneficial ownership which shall be calculated in accordance with Section 13(dprovided within two (2) Business Days of the Securities Exchange Act of 1934 (the “Exchange Act”)written request therefor. To ensure compliance with this restriction, each the Holder will be deemed to represent to the Company each time it delivers an Exercise a Conversion Notice that such Exercise Conversion Notice has not violated the restrictions set forth in this Section 1(e) and paragraph. If the Company shall have no obligation to verify or confirm the accuracy Holder has delivered a Conversion Notice for a principal amount of such determination. In additionDebentures that, a determination as without regard to any group status as contemplated above shall be determined other shares that the Holder or its affiliates may beneficially own, would result in accordance with Section 13(d) the issuance in excess of the Exchange Act. For purposes of this Section 1(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holderpermitted amount hereunder, the Company shall within two Trading Days confirm to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to honor the conversion or exercise for the maximum principal amount permitted to be converted on such Conversion Date in accordance with the periods described in Section 4(b) and, at the option of securities of the Holder with notice to the Company, including either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. In the event of a merger or consolidation of the Company with or into another Person, this Warrant, by such Holder or its affiliates. The “Beneficial Ownership Limitation” paragraph shall be 4.99% not apply with respect to a determination of the number of shares of common stock issuable upon conversion in full of the Common Stock outstanding immediately after giving effect Debentures if such determination is necessary to establish the issuance of shares Securities or other assets which the holder of Common Stock issuable shall be entitled to receive upon exercise the effectiveness of such merger or consolidation. The provisions of this Warrant. Upon no fewer Section 4(a)(ii)(A) may be waived by the Holder at the election of the Holder upon not less than 61 days’ ' prior notice to the Company, a Holder may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph Section 4(a)(ii)(A) shall continue to apply. Any apply until such increase or decrease will not be effective until the 61st day after (or such later date, as determined by the Holder, as may be specified in such notice is delivered to the Company and shall only apply to such Holder and no other Holderof waiver). The limitations contained in this paragraph shall apply to a successor Holder No conversion of this WarrantDebenture in violation of this Section 4(a)(ii)(A) but otherwise in accordance with this Debenture shall affect the status of the Underlying Shares as validly issued, fully-paid and nonassessable.

Beneficial Ownership Restrictions. (a) Notwithstanding anything to the contrary set forth in this WarrantAgreement or any other Transaction Document (including, without limitation, the Company shall not effect any Note and the Warrants), at no time may the Purchaser convert or exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that, after giving effect to the exercise set forth on the applicable Exercise Notice, such Holder (together with such Holder’s “affiliates,” as such term is defined in Rule 405 under the Securities Act of 1933, and any Persons acting as a group together with such Holder or any of such Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, Security if the number of shares of Common Stock beneficially to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock owned by the Purchaser at such Holder time, would result in the Purchaser beneficially owning (as determined in accordance with Section 12(d) of the Exchange Act, and its affiliates the rules there under) in excess of 4.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon a Purchaser providing the Company with sixty-one (61) days notice (the "Waiver Notice") that such Purchaser would like to waive this Section 3.12(a) with regard to any or all shares of Common Stock issuable upon conversion or exercise of any Security, this Section 3.12(a) shall include be of no force or effect with regard to those Securities referenced in the Waiver Notice; provided, further, that any Purchaser may waive this Section 3.12(a) by so indicating on the signature page to this Agreement, any such waiver to be effective on and as of the date of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Note and the Warrants), at no time may Purchaser convert or exercise a Security if the number of shares of Common Stock issuable upon exercise of this Warrant to be issued pursuant to such conversion or exercise, when aggregated with respect to which such determination is being made, but shall exclude the number of all other shares of Common Stock which are issuable upon (i) conversion of the remaining unexercised portion of this Warrant beneficially owned by Purchaser at such Holder or any of its affiliates and time, would result in Purchaser beneficially owning (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company that are subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers an Exercise Notice that such Exercise Notice has not violated the restrictions set forth in this Section 1(e) and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d12(d) of the Exchange Act. For purposes , and the rules there under) in excess of this Section 1(e), in determining 9.99% of the number of outstanding shares of Common Stock, a Holder may rely on the number of then issued and outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commissionoutstanding at such time; provided, as the case may behowever, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by that upon Purchaser providing the Company with a Waiver Notice that Purchaser would like to waive this Section 3.12 (b) with regard to any or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such Holder or its affiliates. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of all shares of Common Stock issuable upon conversion or exercise of a Security, this WarrantSection 3.12. Upon (b) Shall be no fewer than 61 days’ prior notice force or effect with regard to those Securities referenced in the Company, a Holder may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only apply to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this WarrantWaiver Notice.

Beneficial Ownership Restrictions. Notwithstanding anything to the contrary in this Warrant, the Company shall not effect any exercise of this Warrant, and a The Holder shall not have the right to exercise convert any portion of this WarrantDebenture, pursuant to Section 4(a) or otherwise, to the extent that, that after giving effect to such conversion, the exercise Holder (together with the Holder's affiliates), as set forth on the applicable Exercise NoticeNotice of Conversion, such Holder (together with such Holder’s “affiliates,” as such term is defined in Rule 405 under the Securities Act of 1933, and any Persons acting as a group together with such Holder or any of such Holder’s affiliates) would beneficially own in excess of 4.99% of the Beneficial Ownership Limitation, as defined belownumber of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise conversion of this Warrant Debenture with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (iA) conversion of the remaining unexercised remaining, nonconverted portion of this Warrant Debenture beneficially owned by such the Holder or any of its affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company that are (including, without limitation, any other Debentures or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this SectionSection 4(a)(ii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). To the extent that the limitation contained in this section applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, each the Holder will be deemed to represent to the Company each time it delivers an Exercise a Notice of Conversion that such Exercise Notice of Conversion has not violated the restrictions set forth in this Section 1(e) paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 1(e4(a)(ii), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (ix) the Company’s 's most recent periodic Form 10-QSB or annual report filed with the U.S. Securities and Exchange CommissionForm 10-KSB, as the case may be, (iiy) a more recent public announcement by the Company, Company or (iiiz) a more recent written any other notice by the Company or its transfer agent the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall within two Trading Days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this WarrantDebenture, by such the Holder or its affiliates. The “Beneficial Ownership Limitation” shall be 4.99% affiliates since the date as of the which such number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise was reported. The provisions of this Warrant. Upon no fewer Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ ' prior notice to the Company, a Holder may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph Section 4(a)(ii)(B) shall continue to apply. Any apply until such increase or decrease will not be effective until the 61st day after (or such later date, as determined by the Holder, as may be specified in such notice is delivered to the Company and shall only apply to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrantwaiver).