Common use of Conversion Limit Clause in Contracts

Conversion Limit. Notwithstanding the conversion rights under the Convertible Debentures, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible Debentures, in excess of that portion of the Convertible Debentures, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Debentures, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesNote, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible DebenturesNote, in excess of that portion of the Convertible DebenturesNote, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNote, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesPreferred Shares, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible DebenturesPreferred Shares, in excess of that portion of the Convertible DebenturesPreferred Shares, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Preferred Shares or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Preferred Shares with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesCertificate of Designation, (ii) immediately preceding and upon any Sale Event, or (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days. Furthermore, in no event shall Purchaser be entitled to convert any portion of the Preferred Shares in excess of that portion of Preferred Shares of which the number of shares of Common Stock to be issued is in excess of 19.9% of the Common Stock outstanding immediately prior to the Closing Date without the approval of the shareholders of the Company in accordance with AMEX rules.

Conversion Limit. Notwithstanding the conversion rights under the Convertible Debentures, unless Purchaser the Buyer delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser the Buyer be entitled to convert any portion of the Convertible Debentures, in excess of that portion of the Convertible DebenturesDebentures upon conversion, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser the Buyer and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), Debentures and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Debentures with respect to which this determination is being made, would result in beneficial ownership by Purchaser the Buyer and its Affiliates of more than 4.994.999% of the then issued and outstanding shares of Common Stock. For purposes of this Section 10.3(i) 11(d), beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.311(d). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Debentures, Debentures (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iviii) following the occurrence of any Event of Default which is not cured for a within the greater of the applicable time period specified in either (A) such written notice of ten Buyer or (10B) calendar daysSection 8 of the Debentures.

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesNotes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall the Purchaser be entitled to convert any portion of the Convertible DebenturesNotes or exercise any portion of the Warrants, in excess of that portion of the Convertible DebenturesNotes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note and unexercised portion of the Warrants, or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.310.1), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note or issuable upon exercise the portion of the Warrants with respect to which this determination is being made, would result in beneficial ownership by the Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of this Section 10.3(i) 10.1, beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.310.1. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNotes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iviii) following the occurrence of any Event of Default which is not cured for a within the greater of the applicable time period specified in either (A) such written notice of ten Purchaser or (10B) calendar daysSection 11.1 hereof.

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesNote, unless Purchaser delivers a waiver in accordance with the immediately following sentencelast sentence in this Section, in no event shall Purchaser be entitled to convert any portion of the Convertible DebenturesNote, in excess of that portion of the Convertible DebenturesNote, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNote, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. Notwithstanding the conversion rights under the Convertible Debentures, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible Debentures, in excess of that portion of the Convertible Debentures, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.999.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Debentures, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.. ARTICLE

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesNote, unless Purchaser delivers a waiver in accordance with the immediately following sentencelast sentence in this Section 10.3, in no event shall Purchaser be entitled to convert any portion of the Convertible DebenturesNote, in excess of that portion of the Convertible DebenturesNote, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The Upon notification by written waiver, the foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNote, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesBridge Notes, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible DebenturesBridge Notes, in excess of that portion of the Convertible DebenturesBridge Notes, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Bridge Note or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Bridge Note with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.999.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesBridge Notes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. Notwithstanding the conversion rights under the Convertible Debentures, unless Purchaser the Buyer delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser the Buyer be entitled to convert any portion of the Convertible Debentures, in excess of that portion of the Convertible DebenturesDebentures upon conversion, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser the Buyer and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3)Debentures, and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Debentures with respect to which this determination is being made, would result in beneficial ownership by Purchaser the Buyer and its Affiliates of more than 4.994.999% of the then issued and outstanding shares of Common Stock. For purposes of this Section 10.3(i) 11(f), beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.311(f). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Debentures, Debentures (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iviii) following the occurrence of any Event of Default which is not cured for a within the greater of the applicable time period specified in either (A) such written notice of ten Buyer or (10B) calendar daysSection 8 of the Debentures.

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesNote, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible DebenturesNote, in excess of that portion of the Convertible DebenturesNote, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.999.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNote, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesPreferred Shares, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible DebenturesPreferred Shares, in excess of that portion of the Convertible DebenturesPreferred Shares, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Preferred Shares or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Preferred Shares with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesCertificate of Designation, (ii) immediately preceding and upon any Sale Event, or (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesNotes, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible DebenturesNotes, in excess of that portion of the Convertible DebenturesNotes, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.999.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNotes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesNotes, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible DebenturesNotes, in excess of that portion of the Convertible DebenturesNotes, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.999.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNotes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.Event

Conversion Limit. Notwithstanding the conversion rights under the Senior Convertible DebenturesNote, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Senior Convertible DebenturesNote , in excess of that portion of the Senior Convertible DebenturesNote , as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Senior Convertible Debenture Note or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Senior Convertible Debenture Note with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.999.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Senior Convertible DebenturesNote, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. Notwithstanding the conversion rights under the Convertible Debentures, unless Purchaser delivers a waiver which will be effective on the 61st day after it is given by Purchaser in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible Debentures, in excess of that portion of the Convertible Debentures, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Debentures, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. (a) Notwithstanding the conversion rights under the Convertible DebenturesNotes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall the Purchaser be entitled to convert any portion of the Convertible DebenturesNotes or exercise any portion of the Warrants, in excess of that portion of the Convertible DebenturesNotes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note and unexercised portion of the Warrants, or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), ) and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note or issuable upon exercise the portion of the Warrants with respect to which this determination is being made, would result in beneficial ownership by the Purchaser and its Affiliates of more than 4.99% nine and nine-tenths percent (9.9%) of the outstanding shares of Common Stock. For purposes of this Section 10.3(i10.3(a), (i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations Regulation 13 D-G thereunderpromulgated under the Exchange Act, except as otherwise provided in this Section 10.310.3(a) and (ii) the Holder may waive the limitations set forth therein by written notice to the Company upon not less than sixty-one (61) days prior notice (with such waiver taking effect only upon the expiration of such 61 day notice period). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNotes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a within the greater of the applicable time period specified in either (A) such written notice of ten Purchaser or (10B) calendar daysSection 12.1 hereof." ARTICLE

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesNotes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall the Purchaser be entitled to convert any portion of the Convertible DebenturesNotes or exercise any portion of the Warrants, in excess of that portion of the Convertible DebenturesNotes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note and unexercised portion of the Warrants, or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.310.1), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note or issuable upon exercise the portion of the Warrants with respect to which this determination is being made, would result in beneficial ownership by the Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of this Section 10.3(i) 10.1(a), beneficial ownership shall be determined in accordance with Rule 13d-3 l3d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.310.1(a). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNotes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iviii) following fo11owing the occurrence of any Event of Default which is not cured for a within the greater of' the applicable time period specified in either (A) such written notice of ten Purchaser or (10B) calendar daysSection 11.1 hereof.

Conversion Limit. Notwithstanding the conversion rights under the Convertible DebenturesNotes, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible DebenturesNotes, in excess of that portion of the Convertible DebenturesNotes, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNotes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.

Conversion Limit. (a) Notwithstanding the conversion rights under the Convertible DebenturesNotes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser the Holder be entitled to convert any portion of the Convertible Debentures, Notes (or exercise any portion of the Warrants) in excess of that portion of the Convertible DebenturesNotes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture or other Derivative Securities convertible into or exchangeable for shares Note and exercised portion of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and the Warrants) plus (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note (or issuable upon exercise the portion of the Warrants) with respect to which the determination of this determination proviso is being made, would result in beneficial ownership by such Purchaser and its Affiliates affiliates of more than 4.994.9% of the outstanding shares of Common StockStock (the "Limitation on Conversion"). For purposes of Section 10.3(ithe first proviso to the immediately preceding sentence, (i) beneficial ownership shall be determined in accordance with Rule 13d-3 Section 13(d) of the Exchange Act of 1934, as amended, and Regulations 13 D-G Regulation 13d-3 thereunder, except as otherwise provided in this Section 10.3clause (1) of such proviso and (ii) the Holder may waive the limitations set forth therein by written notice to the Company upon not less than sixty-one (61) days prior notice (with such waiver taking effect only upon the expiration of such 61-day notice period). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNotes or Put and Call Agreement, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iviii) following the occurrence of any Event of Default which is not cured for within the greater of the applicable time period specified either in (A) such written notice of Purchaser or (B) Section 12.1 hereof. (b) Upon the occurrence of a period Nasdaq Redemption Event, the Company shall (x) repay the remaining balance of ten the Convertible Notes at the Formula Price as required by Section 4.3(d) of each Convertible Note and (10y) calendar days.redeem the Warrants contemporaneous with the repayment of the Convertible Notes at the Warrant Redemption Price. The term "Warrant Redemption Price" shall mean the greater of (x) the appraised value of the Warrants on the date they are required to be redeemed (determined with reference to the "Black Scholes" or similar option pricing model) and

Conversion Limit. (a) Notwithstanding the conversion rights under the Convertible DebenturesNotes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall the Purchaser be entitled to convert any portion of the Convertible Debentures, Notes (or exercise any portion of the Warrants) in excess of that portion of the Convertible DebenturesNotes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture or other Derivative Securities convertible into or exchangeable for shares Note and exercised portion of Common Stock which contain a limitation similar to that set forth in this Section 10.3), the Warrants) and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note (or issuable upon exercise the portion of the Warrants) with respect to which the determination of this determination proviso is being made, would result in beneficial ownership by the Purchaser and its Affiliates of more than 4.994.9% of the outstanding shares of Common Stock. For purposes of Section 10.3(ithe first proviso to the immediately preceding sentence, (i) beneficial ownership shall be determined in accordance with Rule 13d-3 Section 13(d)-3 of the Exchange Act and Regulations Regulation 13 D-G thereunder, except as otherwise provided in this Section 10.3clause (1) of such proviso and (ii) the Holder may waive the limitations set forth therein by written notice to the Company upon not less than sixty-one (61) days prior notice (with such waiver taking effect only upon the expiration of such 61 day notice period). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNotes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iviii) following the occurrence of any Event of Default which is not cured within the greater of the applicable time period specified in either (A) such written notice of Purchaser or (B) Section 12.1 hereof. (b) Upon the occurrence of a Nasdaq Redemption Event, if the Company is obligated to repay the Convertible Notes as described in Section 4.3 thereof, the Company shall, in addition thereto, redeem the Warrants contemporaneous with the repayment of the Convertible Notes at the Warrant Redemption Price. The term "Warrant Redemption Price" shall mean the greater of (x) the appraised value of the Warrants on the date they are called for a period redemption (determined with reference to the "Black Scholes" or similar option pricing model) and (y) the product of ten the excess of (10i) calendar days.the Market Value of the Common Stock on the date that the Warrants are redeemed over (ii) the exercise price of the Warrants. -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 35 (American International Petroleum Corporation) 85478.4

Conversion Limit. (a) Notwithstanding the conversion rights under the Convertible DebenturesNotes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall the Purchaser be entitled to convert any portion of the Convertible DebenturesNotes or exercise any portion of the Warrants, in excess of that portion of the Convertible DebenturesNotes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture Note and unexercised portion of the Warrants, or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture Note or issuable upon exercise the portion of the Warrants with respect to which this determination is being made, would result in beneficial ownership by the Purchaser and its Affiliates of more than 4.999.99% of the outstanding shares of Common Stock. For purposes of this Section 10.3(i) 10.3(a), beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.310.3(a). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible DebenturesNotes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured within the greater of the applicable time period specified in either (A) such written notice of Purchaser or (B) Section 12.1 hereof. (b) Upon the occurrence of a Nasdaq Redemption Event, if the Company is obligated to repay the Convertible Notes at the Formula Price as described in Section 4.3 thereof, the Company shall, in addition thereto, redeem the Warrants contemporaneous with the repayment of the Convertible Notes at the Warrant Redemption Price. The term "Warrant Redemption Price" shall mean the greater of (x) the appraised value of the Warrants on the date they are called for a period redemption (determined with reference to the "Black Scholes" or similar option pricing model) and (y) the product of ten the excess of (10i) calendar daysthe Market Value of the Common Stock on the date that the Warrants are redeemed over (ii) the exercise price of the Warrants.

Conversion Limit. Notwithstanding the conversion rights under the Convertible Debentures, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible Debentures, in excess of that portion of the Convertible Debentures, as applicable, of which the sum of (i) the number of shares of ,Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Debentures, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten often (10) calendar days.

Conversion Limit. Notwithstanding the conversion rights under the Convertible Debentures, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible Debentures, in excess of that portion of the Convertible Debentures, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.999.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Debentures, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.