Common use of Certain Conversion Restrictions Clause in Contracts

Certain Conversion Restrictions. (i) Notwithstanding anything to the contrary in this Debenture, if the Company has not previously obtained Shareholder Approval of the Removal of the Cumulative Cap (as defined below), then if the Average Conversion Price is less than the Threshold Price, the Company shall not issue shares of Common Stock in excess of the Issuable Maximum upon conversion of this Debenture. The “Average Conversion Price” means the weighted average conversion price taking into account all shares previously converted pursuant to the Debentures plus the maximum number issuable at the then current conversion price. The Threshold Price shall be equal to the Closing Bid Price as of the Trading Day immediately preceding the signing of the Purchase Agreement (the “Threshold Price”). The “Issuable Maximum” means, as of any date, a number of shares of Common Stock equal to 19.99% of the outstanding shares of Common Stock as of the date of signing of the Purchase Agreement. Each Investor shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Debentures issued and sold to such Investor on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. The Issuable Maximum in respect of the Debentures that have been repaid shall be allocated pro-rata among the remaining Investors, giving effect to the Company’s desire to allocate this limitation among the class of securities known as the Debentures. “Shareholder Approval of the Removal of the Cumulative Cap” shall mean that the Company shall have obtained the vote of shareholders applicable under the rules and regulations of the Nasdaq Stock Market (or any successor entity or any other Eligible Market on which the Company’s Common Stock may then trade) to approve the issuance of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture in excess of the Issuable Maximum. If (A) on any date the Company determines that but for the limitations imposed by the Issuable Maximum in this Section 5(b)(i), the aggregate number of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture that would then be issuable upon conversion in full of all then outstanding principal amount of Debentures would exceed the Issuable Maximum on such date and Shareholder Approval of the Removal of the Cumulative Cap shall not have occurred and (B) the holders of a majority of the aggregate principal amount of the Debentures outstanding shall so request shareholder approval in writing, then a shareholder approval trigger (“Shareholder Approval Trigger”) with respect to Shareholder Approval of the Removal of the Cumulative Cap shall have occurred.

Certain Conversion Restrictions. (i) Notwithstanding anything to If the contrary in this Debenture, if Common Stock is then listed for trading on the NASDAQ or the Nasdaq SmallCap Market and the Company has not previously obtained Shareholder the Stockholder Approval of the Removal of the Cumulative Cap (as defined below), then if the Average Company is precluded from issuing at a Conversion Price or, with respect to the Warrant described below in this sentence, an exercise price, that is less than the Threshold Price, closing sales price per share of the Company shall not issue shares of Common Stock in excess of the Issuable Maximum upon conversion of this Debenture. The “Average Conversion Price” means the weighted average conversion price taking into account all shares previously converted pursuant to the Debentures plus the maximum number issuable at the then current conversion price. The Threshold Price shall be equal to the Closing Bid Price as of on the Trading Day immediately preceding the signing closing of the transactions contemplated by the Purchase Agreement Agreement, subject to equitable adjustment in the event of stock splits and similar events (such price, the "Market Price"), in excess of ____________ shares of Common Stock (the “Threshold Price”"Issuable Maximum") upon conversion of the Debenture and exercise of the Warrant (as defined in the Purchase Agreement). The “Issuable Maximum” means, as Maximum equals 19.999% of any date, a the number of shares of Common Stock equal outstanding immediately prior to 19.99% the closing of the outstanding shares of Common Stock as of the date of signing of transactions set forth in the Purchase Agreement. Each Investor shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: Accordingly, if on any Conversion Date (xA) the principal amount of Debentures issued and sold to such Investor Common Stock is listed for trading on the Original Issue Date by NASDAQ or the Nasdaq SmallCap Market and (yB) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. The Issuable Maximum in respect of the Debentures that have been repaid shall be allocated pro-rata among the remaining Investors, giving effect to the Company’s desire to allocate this limitation among the class of securities known as the Debentures. “Shareholder Approval of the Removal of the Cumulative Cap” shall mean that the Company shall not have previously obtained the vote of shareholders stockholders (the "Stockholder Approval"), if any, as may be required by the applicable under the rules and regulations of the Nasdaq Stock Market (or any successor entity or any other Eligible Market on which the Company’s Common Stock may then tradeentity) applicable to approve the issuance of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture in excess of the Issuable Maximum. If (A) on any date the Company determines that but for the limitations imposed by the Issuable Maximum in this Section 5(b)(i), the aggregate number of shares of Common Stock in excess of the Issuable Maximum at a price below the Threshold Market Price, then the Company shall issue to the Holder a number of shares of Common Stock equal to the lesser of (x) the number of shares of Common Stock issuable upon such conversion at the Conversion Price and (y) the Issuable Maximum less all shares of Common Stock previously issued upon conversion of the this Debenture that would then be issuable upon conversion in full of all then outstanding principal amount of Debentures would exceed the Issuable Maximum on such date and Shareholder Approval of the Removal of the Cumulative Cap shall not have occurred and (B) the holders of a majority of the aggregate principal amount of the Debentures outstanding shall so request shareholder approval in writing, then a shareholder approval trigger (“Shareholder Approval Trigger”) with respect to Shareholder Approval of the Removal of the Cumulative Cap shall have occurred.as

Certain Conversion Restrictions. (i) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by a Holder upon any conversion of Debentures (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction involving the Company as contemplated herein. This restriction may not be waived. (ii) Notwithstanding anything to the contrary in this Debenture, if the Company has not previously obtained Shareholder Approval of the Removal of the Cumulative Cap (as defined below), then if the Average Conversion Price is less than the Threshold Price, the Company shall may not issue shares of Common Stock in excess of the Issuable Maximum upon conversion conversions of this Debenture. The “Average Conversion Price” means the weighted average Debenture at a conversion price taking into account all shares previously converted pursuant to the Debentures plus the maximum number issuable at the then current conversion price. The Threshold Price shall be equal to which is less than the Closing Bid Price as of on the Trading Day immediately preceding the signing of the Purchase Agreement (the “Threshold Price”)Original Issue Date. The “Issuable Maximum” means, as of any date, "ISSUABLE MAXIMUM" means a number of shares of Common Stock equal to 19.99% 3,261,467. The Issuable Maximum shall be reduced, at any given time, by the number of the outstanding shares of Common Stock as previously issued upon conversion of the date of signing of the Purchase Agreementany Debentures at such time. Each Investor Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Debentures issued and sold to such Investor Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. The If any Holder shall no longer hold Debentures, then such Xxxxxx's remaining portion of the Issuable Maximum in respect of the Debentures that have been repaid shall be allocated pro-rata among the remaining InvestorsHolders, giving effect to the Company’s 's desire to allocate this limitation among the class of securities known as the Debentures. “Shareholder Approval of the Removal of the Cumulative Cap” shall mean that the Company shall have obtained the vote of shareholders applicable under the rules and regulations of the Nasdaq Stock Market (or any successor entity or any other Eligible Market on which the Company’s Common Stock may then trade) to approve the issuance of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture in excess of the Issuable MaximumDebentures this limitation. If on any Conversion Date: (A) on any date the Company determines that but for the limitations imposed by the Issuable Maximum in this Section 5(b)(i), the aggregate number of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture that would then be issuable upon conversion in full of all then outstanding principal amount of Debentures would exceed the Issuable Maximum on such date and Shareholder Approval of the Removal of the Cumulative Cap shall not have occurred date, and (B) the holders Company shall not have previously obtained the vote of a majority shareholders, as may be required by the applicable rules and regulations of the aggregate Nasdaq Stock Market (or any successor entity or any other Eligible Market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "SHAREHOLDER APPROVAL"), then, the Company shall issue to the Holder a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the principal amount of Debentures then held by the Debentures outstanding shall so request shareholder approval Holder for which a conversion would result in writingan issuance of shares of Common Stock in excess of the Issuable Maximum, then a shareholder approval trigger (“the Company must seek Shareholder Approval Trigger”) with respect as soon as possible, but in any event not later than the 90th day after such request. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval of the Removal of the Cumulative Cap shall have occurredpursuant hereto.

Certain Conversion Restrictions. (iA) Notwithstanding anything to If the contrary in this Debenture, if Common Stock is then listed for trading on the NASDAQ or the Nasdaq SmallCap Market and the Company has not previously obtained the Shareholder Approval of the Removal of the Cumulative Cap (as defined below), then if the Average Conversion Price is less than the Threshold Price, the Company shall may not issue in excess of ___________ shares of Common Stock upon conversions of Debentures or as payment of interest thereon in excess shares of the Issuable Maximum upon conversion of this Debenture. The “Average Conversion Price” means the weighted average conversion price taking into account all shares previously converted Common Stock, which number shall be subject to adjustment pursuant to Sections 4(c)(ii), (iii), (v), (vi) and (x) (such number of shares, the Debentures plus the maximum number issuable at the then current conversion price. The Threshold Price shall be equal to the Closing Bid Price as of the Trading Day immediately preceding the signing of the Purchase Agreement (the “Threshold Price”"ISSUABLE MAXIMUM"). The “Issuable Maximum” means, as Maximum equals 19.999% of any date, a the number of shares of Common Stock equal outstanding immediately prior to 19.99% of the outstanding shares of Common Stock as of the date of signing of the Purchase Agreement. Each Investor shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Debentures issued and sold to such Investor on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. The Issuable Maximum in respect of the Debentures that have been repaid shall be allocated pro-rata among the remaining Investors, giving effect to the Company’s desire to allocate this limitation among the class of securities known as the Debentures. “Shareholder Approval of the Removal of the Cumulative Cap” shall mean that the Company shall have obtained the vote of shareholders applicable under the rules and regulations of the Nasdaq Stock Market (or any successor entity or any other Eligible Market on which the Company’s Common Stock may then trade) to approve the issuance of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture in excess of the Issuable Maximumthis Debenture. If on any Conversion Date (A) the Common Stock is listed for trading on any date the Company determines NASDAQ or the Nasdaq SmallCap Market, (B) the Conversion Price then in effect is such that but for the limitations imposed by the Issuable Maximum in this Section 5(b)(i), the aggregate number of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture that would then be issuable upon conversion in full of all then outstanding principal amount Debentures held by Holder, together with any shares of Common Stock previously issued upon conversion of Debentures would exceed the Issuable Maximum on such date Maximum, and Shareholder Approval of (C) the Removal of the Cumulative Cap Company shall not have occurred previously obtained any vote of shareholders that may be required by the applicable rules and (B) the holders of a majority regulations of the aggregate Nasdaq Stock Market (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "SHAREHOLDER APPROVAL"), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the principal amount of Debentures then held by such Holder for which a conversion in accordance with the Debentures outstanding shall so request shareholder approval Conversion Price would result in writing, then a shareholder approval trigger (“Shareholder Approval Trigger”) with respect to Shareholder Approval an issuance of shares of Common Stock in excess of the Removal of Issuable Maximum (the Cumulative Cap "EXCESS PRINCIPAL"), the converting Holder shall have occurredthe option to require the Company to pay cash to the converting Holder in an amount equal to the Conversion Price for all shares of Common Stock constituting the Excess Principal (the "MANDATORY PREPAYMENT AMOUNT"). If the Company fails to pay the Mandatory Prepayment Amount in full pursuant to this Section, the Company will pay interest thereon at a rate of 15% per annum to the converting Holder, accruing daily from the Conversion Date until such amount, plus all such interest thereon, is paid in full.

Certain Conversion Restrictions. (ia) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by a Holder upon any conversion of Debentures (or otherwise in this Debenturerespect hereof) shall be limited to the extent necessary to insure that, if following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein. This restriction may not be waived. (b) If the Company has not previously obtained Shareholder Approval of the Removal of the Cumulative Cap (as defined below), then if the Average Conversion Price is less than the Threshold Price, the Company shall may not issue shares of Common Stock in excess of the Issuable Maximum upon conversion conversions of this Debenture. The “Average Conversion Price” means the weighted average Debentures at a conversion price taking into account all shares previously converted pursuant to which is less than the Debentures plus closing bid price of the maximum number issuable at the then current conversion price. The Threshold Price shall be equal to the Closing Bid Price as of Common Stock on the Trading Day immediately preceding the signing of Execution Date (as defined in the Purchase Agreement (the “Threshold Price”Agreement). The “"Issuable Maximum” means, as of any date, " means a number of shares of Common Stock equal to 19.99% of the outstanding shares of Common Stock as of the date of signing of the Purchase Agreement. Each Investor shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Debentures issued and sold to such Investor on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. The Issuable Maximum in respect of the Debentures that have been repaid shall be allocated pro-rata among the remaining Investors, giving effect to the Company’s desire to allocate this limitation among the class of securities known as the Debentures. “Shareholder Approval of the Removal of the Cumulative Cap” shall mean that the Company shall have obtained the vote of shareholders applicable under the rules and regulations of the Nasdaq Stock Market (or any successor entity or any other Eligible Market on which the Company’s Common Stock may then trade) to approve the issuance of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture in excess of the Issuable Maximum9,490,682 less 69,069. If on any Conversion Date: (A) on any date the Company determines that but for the limitations imposed by the Issuable Maximum in this Section 5(b)(i), the aggregate number of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture that would then be issuable upon conversion in full of all then outstanding principal amount of Debentures would exceed the Issuable Maximum on such date and Shareholder Approval of the Removal of the Cumulative Cap shall not have occurred Maximum, and (B) the holders Company shall not have previously obtained the vote of a majority shareholders, as may be required by the applicable rules and regulations of the aggregate Nasdaq (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Holder a number of shares of Common Stock equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the principal amount of Debentures then held by such Holder for which a conversion would result in an issuance of shares of Common Stock in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the Debentures outstanding terms hereof) of the Issuable Maximum, the Holder shall so request shareholder approval in writing, then a shareholder approval trigger (“have the right to require the Company to use its best efforts to obtain the Shareholder Approval Trigger”) with respect applicable to such issuance as soon as is possible, but in any event not later than the 90th day after such request. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval of the Removal of the Cumulative Cap shall have occurredpursuant hereto.

Certain Conversion Restrictions. (i) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by a Holder upon any conversion of Debentures (or otherwise in this Debenturerespect hereof) shall be limited to the extent necessary to insure that, if following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein. This restriction may not be waived. (ii) If the Company has not previously obtained Shareholder Approval of the Removal of the Cumulative Cap (as defined below), then if the Average Conversion Price is less than the Threshold Price, the Company shall may not issue shares of Common Stock in excess of the Issuable Maximum upon conversion conversions of this Debenture. The “Average Conversion Price” means the weighted average Debentures at a conversion price taking into account all shares previously converted pursuant to which is less than the Debentures plus closing bid price of the maximum number issuable at the then current conversion price. The Threshold Price shall be equal to the Closing Bid Price as of Common Stock on the Trading Day immediately preceding the signing Execution Date (as defined in the Purchase Agreement). The "ISSUABLE MAXIMUM" means a number of shares equal to 6,922,594 (which equals 19.99% of the Common Stock outstanding on the date of execution of the Purchase Agreement (less the “Threshold Price”Initial Shares issued at Closing). The “Issuable Maximum” means, as of If on any date, a number of shares of Common Stock equal to 19.99% of the outstanding shares of Common Stock as of the date of signing of the Purchase Agreement. Each Investor shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividingConversion Date: (x) the principal amount of Debentures issued and sold to such Investor on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. The Issuable Maximum in respect of the Debentures that have been repaid shall be allocated pro-rata among the remaining Investors, giving effect to the Company’s desire to allocate this limitation among the class of securities known as the Debentures. “Shareholder Approval of the Removal of the Cumulative Cap” shall mean that the Company shall have obtained the vote of shareholders applicable under the rules and regulations of the Nasdaq Stock Market (or any successor entity or any other Eligible Market on which the Company’s Common Stock may then trade) to approve the issuance of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture in excess of the Issuable Maximum. If (A) on any date the Company determines that but for the limitations imposed by the Issuable Maximum in this Section 5(b)(i), the aggregate number of shares of Common Stock at a price below the Threshold Price upon conversion of the Debenture that would then be issuable upon conversion in full of all then outstanding principal amount of Debentures would exceed the Issuable Maximum on such date and Shareholder Approval of the Removal of the Cumulative Cap shall not have occurred Maximum, and (B) the holders Company shall not have previously obtained the vote of a majority shareholders, as may be required by the applicable rules and regulations of the aggregate Nasdaq (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "SHAREHOLDER APPROVAL"), then, the Company shall issue to the Holder a number of shares of Common Stock equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the principal amount of Debentures then held by such Holder for which a conversion would result in an issuance of shares of Common Stock in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the Debentures outstanding terms hereof) of the Issuable Maximum, the Holder shall so request shareholder approval in writing, then a shareholder approval trigger (“have the right to require the Company to use its best efforts to obtain the Shareholder Approval Trigger”) with respect applicable to such issuance as soon as is possible, but in any event not later than the 90th day after such request. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval of the Removal of the Cumulative Cap shall have occurredpursuant hereto.