Common use of Compliance with Principal Market Rules Clause in Contracts

Compliance with Principal Market Rules. The Company shall not sell any shares of Common Stock under this Agreement and the Investor shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, exceed 2,935,044 shares of Common Stock (19.99% of the 14,682,565 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares under this Agreement if such issuance would breach the Company's obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Company shall not sell effect any shares of Common Stock sale under this Agreement and the Investor Buyer shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "“Exchange Cap" ” shall be deemed to be reached. The "“Exchange Cap" ” shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this AgreementAgreement as required by the rules and regulations of the Principal Market, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, exceed 2,935,044 5,998,405 shares of Common Stock (19.99% of the 14,682,565 30,007,031 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares shares of Common Stock under this Agreement if such issuance would breach the Company's ’s obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Company shall not sell any shares of Common Stock under this Agreement and the Investor shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reachedreached and, therefore, in the aggregate with any other issuance(s) by the Company, to be in violation of the rules and regulations of the Principal Market. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Purchased Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, would exceed 2,935,044 shares of Common Stock (19.99% of the 14,682,565 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares under this Agreement whatsoever if such issuance would breach the Company's obligations under the rules or regulations of the Principal MarketMarket on which the Company’s securities are then listed for trading and with which rules or regulations the Company is then required to comply.

Compliance with Principal Market Rules. The Company shall not sell effect any shares of Common Stock purchase under this Agreement and the Investor Buyer shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon submission of a purchase Purchase Notice under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase Purchase Notice would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, exceed 2,935,044 1,285,166 shares of Common Stock (19.9919.9% of the 14,682,565 6,458,124 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required or permitted to issue any Purchase Shares shares of Common Stock under this Agreement if such issuance would breach the Company's obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Company shall not sell effect any shares of Common Stock sale under this Agreement and the Investor Buyer shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares Commitment Shares and Commitment Signing Shares previously issued under this Agreement, exceed 2,935,044 10,113,278 shares of Common Stock (19.99% of the 14,682,565 50,591,690 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares shares of Common Stock under this Agreement if such issuance would breach the Company's obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Company shall not sell effect any shares of Common Stock sale under this Agreement and the Investor Buyer shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, exceed 2,935,044 1,975,305 shares of Common Stock (19.99% of the 14,682,565 9,881,466 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares shares of Common Stock under this Agreement if such issuance would breach the Company's obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the Company shall not sell effect any shares of Common Stock sale under this Agreement and the Investor Buyer shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached, unless stockholder approval is obtained to issue more than such 19.99%. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with any and all Purchase Shares and Commitment Shares shares of Common Stock previously issued or sold under this Agreement, exceed 2,935,044 1,335,942 shares of Common Stock (19.99% of the 14,682,565 6,683,056 outstanding shares of Common Stock as of the date of this Agreement). The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction. The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required or permitted to issue issue, and the Buyer shall not be required or permitted to purchase, any Purchase Shares under this Agreement if such issuance would breach the Company's obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Company shall not sell any shares of Common Stock under this Agreement and the Investor shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, exceed 2,935,044 5,151,408 shares of Common Stock (19.99% of the 14,682,565 25,769,925 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares under this Agreement if such issuance would breach the Company's obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Notwithstanding any other provisions in this Agreement, the Company shall not sell effect any shares of Common Stock sale under this Agreement and the Investor Buyer shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "“Exchange Cap" ” shall be deemed to be reached. The "“Exchange Cap" ” shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares shares previously issued under this Agreement, exceed 2,935,044 26,565,299 shares of Common Stock (19.99% of the 14,682,565 132,826,495 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares under this Agreement if such issuance would breach the Company's ’s obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Company shall not sell effect any shares of Common Stock sale under this Agreement and the Investor Buyer shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, exceed 2,935,044 12,386,723 shares of Common Stock (19.99% of the 14,682,565 61,964,598 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares shares of Common Stock under this Agreement if such issuance would breach the Company's obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Company shall not sell effect any shares of Common Stock sale under this Agreement and the Investor Buyer shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, exceed 2,935,044 12,366,733 shares of Common Stock (19.99% of the 14,682,565 61,864,598 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares shares of Common Stock under this Agreement if such issuance would breach the Company's obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Notwithstanding anything to the contrary contained herein, the Company shall not sell any shares of Common Stock under this Agreement and the Investor shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" Cap shall be deemed to be reached. The “"Exchange Cap" "” shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, exceed 2,935,044 4,500,000 shares of Common Stock (19.99% of the 14,682,565 22,580,365 outstanding shares of Common Stock as of the date of this Agreementfrom time to time). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares under this Agreement if such issuance would breach the Company's obligations under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. The Company shall not sell effect any shares of Common Stock sale under this Agreement and the Investor Buyer shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, exceed 2,935,044 1,635,156 shares of Common Stock (19.99% of the 14,682,565 8,179,872 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares shares of Common Stock under this Agreement if such issuance would breach the Company's obligations under the rules or regulations of the Principal Market.