Common use of Conversion Limitation Clause in Contracts

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by the preceding sentence, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would (a) be convertible into that number of Conversion Shares which shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and of the Borrower at the time of conversion or (iib) exceed thirty-five percent (35%) of the number aggregate dollar trading volume of shares of the Common Stock beneficially owned by for the Holdertwenty-two (22) day trading period immediately preceding delivery of a Notice of Conversion to the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares conversion limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of DefaultDefault which has had, or could reasonably be expected to have a Material Adverse Effect, or upon 75 days prior notice to the ParentBorrower, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average a price below $1.295 1.75 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 4,457,995 shares of the Borrower’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentBorrower’s shareholders, if required by applicable law or regulation. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this NoteNote or the Warrant, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by the preceding sentence, the Parent Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the Holderoutstanding shares of Common Stock of the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number Borrower or without any notice requirement upon an Event of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common StockDefault. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average a price below $1.295 2.48 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 436,012 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the Holderoutstanding shares of Common Stock of the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number Borrower or without any notice requirement upon an Event of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common StockDefault. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average a price below $1.295 2.48 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 2,520,966 436,012 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 120 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the total number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average a price below $1.295 2.65 per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 2,339,050 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s shareholdersshareholders in accordance with applicable state and federal laws. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock of the Borrower and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder. The Holder shall not take a long position in the Borrower’s Common Stock for the purpose, or any other reason, that would result in the Holder’s inability to convert this Note into Common Stock because of the limitations contained in this provision. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the ParentBorrower or upon an Event of Default, except that at without any notice requirement beyond any applicable grace period. At no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.99% of the issued and outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average a price below $1.295 0.49 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 shares of the Borrower’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentBorrower’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Holder’s actions shall be stayed, and Xxxxxxxx shall promptly call a shareholders meeting within (90) ninety days of Xxxxxx’s notice to Borrower of such an event to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) of the number Borrower at the time of shares of Common Stock beneficially owned by the Holderconversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common StockBorrower. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average a price below $1.295 2.65 per share pursuant to the terms of this Notethe Secured Convertible Term Note and/or Warrants issued by the Borrower to the Holder pursuant to that certain Securities Purchase Agreement dated February 19, 2004 (the Security Agreement or any other Ancillary Agreement“February Transaction Documents”), shall not exceed an aggregate of 2,520,966 5,776,614 shares of the Borrower’s Common Stock Stock, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentBorrower’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary AgreementFebruary Transaction Documents, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of the February Transaction Documents, would exceed the Maximum Common Stock Issuance but for this NoteSection, the Security Agreement or any other Ancillary Agreement, would be limited by the preceding sentence, the Parent Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.”

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the ParentCompany, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder a exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average a price below $1.295 3.10 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 1,377,533 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentCompany’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or the Company. Except for conversions of lesser amounts made pursuant to Section 2.1(a) above, the Holder shall not, pursuant to any CompanyNotice of Conversion (defined below) convert an amount less than Ten Thousand Dollars (US$10,000).

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would be convertible into that number of Conversion Shares which shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) of the number Borrower at the time of shares of Common Stock beneficially owned by the Holderconversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares conversion limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the ParentBorrower, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.998.33% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary AgreementRelated Agreement at a price below the market price of the Common Stock on the date of this Note, shall not exceed an aggregate 8.33% of 2,520,966 the shares of Common Stock outstanding (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentBorrower’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrarycontrary set forth in the Agreement, the Holder Note, the Warrants, or any other agreement, security or instrument between Borrower and a PFG Party, Borrower shall not be entitled effect any Conversion of the Note or any Warrant or any other Convertible Security held or beneficially owned by the PFG Parties, and no PFG Party shall have the right to convert pursuant Convert the Note, any Warrant or any other Convertible Security in whole or in part to the terms of this Note an amount that extent that, after giving effect to such attempted Conversion, as set forth in the relevant Conversion Notice, the PFG Parties would be convertible into that collectively beneficially own a number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and of Borrower in excess of the Beneficial Ownership Limitation (ii) as hereinafter defined). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder. For purposes PFG Parties shall include the number of shares of Common Stock issuable upon Conversion of the immediately Note and Warrants subject to a Conversion Notice with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon Conversion of the remaining, non-converted Convertible Securities held or beneficially owned by the PFG Parties. Except as set forth in the preceding sentence, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 the rules and regulations promulgated thereunder. The Conversion Shares limitation described in this Section 3.2 “Beneficial Ownership Limitation” shall automatically become null and void following notice to any Company upon the occurrence and during the continuance be 9.9% of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein immediately after giving effect to the contrary, the number issuance of shares of Common Stock issuable by upon Conversion of that portion of the Parent and acquirable by the Holder at an average price below $1.295 per share Convertible Securities proposed to be Converted pursuant to a Conversion Notice (to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued extent permitted pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by the preceding sentence, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable 1(d)). Partners for Growth Schedule to Amended and may not be waived by the Holder or any Company.Restated Loan and Security Agreement

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 2.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 120 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the total number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average a price below $1.295 2.65 per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 2,339,050 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s shareholdersshareholders in accordance with applicable state and federal laws. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 2.2, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 2.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would be convertible into that number of Conversion Shares which shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) of the number Borrower at the time of shares of Common Stock beneficially owned by the Holderconversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares conversion limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the ParentBorrower, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.998.33% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary AgreementRelated Agreement at a price below the market price of the Common Stock on the date of this Note, shall not exceed an aggregate 8.33% of 2,520,966 the shares of Common Stock outstanding (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentBorrower’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock of the Borrower and (ii) the number of shares of Common Stock beneficially owned by the such Holder or issuable upon exercise of warrants held by such Holder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Shares Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of Default. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of the Note an amount that would be convertible into that number of shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed 4.99% of the outstanding shares of Common Stock of the Borrower at the time of conversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The conversion limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the ParentBorrower, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average a price below $1.295 0.60 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 3,898,136 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock of the Borrower and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder. The Holder shall not take a long position in the Borrower’s Common Stock for the purpose, or any other reason, that would result in the Holder’s inability to convert this Note into Common Stock because of the limitations contained in this provision. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the ParentBorrower or upon an Event of Default, except that at without any notice requirement beyond any applicable grace period. At no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.99% of the issued and outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average a price below $1.295 0.49 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 shares of the Borrower’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentBorrower’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Holder’s actions shall be stayed, and Bxxxxxxx shall promptly call a shareholders meeting within (90) ninety days of Hxxxxx’s notice to Borrower of such an event to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the HolderHolder and issuable to the Holder upon exercise of the Warrants. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 2.2 shall automatically become null and void following without any notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average a price below $1.295 2.30 [insert the greater of market price or book value of the Common Stock as of the date hereof] per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 664,104 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s 's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 2.2, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 2.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average a price below $1.295 2.30 [insert the greater of market price or book value of the Common Stock as of the date hereof] per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 664,104 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”"MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s 's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following written notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior written notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock, or such lesser amount as required by the applicable Principal Market on which the Parent's Common Stock is listed, unless such shall first be approved by the Parent's stockholders. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average a price below $1.295 .81 per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 5,095,933 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s 's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would (a) be convertible into that number of Conversion Ordinary Shares which which, when added to the number of Ordinary Shares otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed the difference between (i) 4.99% of the outstanding shares Ordinary Shares of Common Stock and the Borrower at the time of conversion or (b) (ii) exceed twenty five percent (25%) of the number aggregate dollar trading volume of shares the Ordinary Shares for the thirty (30) day trading period immediately preceding delivery of Common Stock beneficially owned by a Notice of Conversion to the HolderBorrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares conversion limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the ParentBorrower, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.99% of the Borrower's outstanding shares Ordinary Shares as of Common Stockthe date hereof. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock Ordinary Shares issuable by the Parent Borrower and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this Note, Note and/or the Security Agreement or any other Ancillary Warrant issued by the Borrower to the Holder pursuant to the Securities Purchase Agreement, shall not exceed an aggregate of 2,520,966 shares 833,085 of Common Stock the Borrower's Ordinary Shares, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”Ordinary Shares), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by the preceding sentence, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 2.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by the preceding sentence, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 2.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average a price below $1.295 2.30 [insert the greater of market price or book value of the Common Stock as of the date hereof] per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 664,104 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s 's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) of the number Borrower at the time of shares of Common Stock beneficially owned by the Holderconversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common StockBorrower. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average a price below $1.295 1.80 per share pursuant to the terms of this Notethe Secured Convertible Minimum Borrowing Notes, Secured Revolving Note and/or Warrants issued by the Borrower to the Holder pursuant to that certain Security Agreement or any other Ancillary Agreementdated December 3, 2003 (the “December Transaction Documents”), shall not exceed an aggregate of 2,520,966 5,595,705 shares of the Borrower’s Common Stock Stock, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentBorrower’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary AgreementDecember Transaction Documents, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of the December Transaction Documents, would exceed the Maximum Common Stock Issuance but for this NoteSection, the Security Agreement or any other Ancillary Agreement, would be limited by the preceding sentence, the Parent Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the HolderHolder and issuable to the Holder upon exercise of the Warrants. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 2.2 shall automatically become null and void following written notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock, or such lesser amount as required by the applicable Principal Market on which the Parent's Common Stock is listed, unless such shall first be approved by the Parent's stockholders. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average a price below $1.295 .81 per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 5,095,933 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s 's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 2.2, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 2.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert exercise pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares shares of Common Stock which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of any option or warrant held by such Holder and 4.99% of the Holderoutstanding shares of Common Stock of the Company. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 2.2 shall automatically become null and void following without any notice to any the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 65 days prior notice to the ParentCompany, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average a price below $1.295 1.10 per share pursuant to the terms of this Note, the Security Agreement or Agreement, any other Ancillary Agreement, the Secured Convertible Term Note made by the Company to the Holder dated the date hereof (as amended, modified and/or supplemented from time to time, the "TERM NOTE"), the Purchase Agreement (as defined in the Term Note) or any Related Agreement (as defined in the Term Note) shall not exceed an aggregate of 2,520,966 754,492 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”"MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement, any Ancillary Agreement, the Term Note, the Purchase Agreement or any other Ancillary Agreement, Related Agreement together with the number of shares of Common Stock that would then be issuable by the Parent Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement, any Ancillary Agreement, the Term Note, the Purchase Agreement or any other Ancillary Agreement, Related Agreement would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this paragraph, the Parent Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions Shares of this Section 3.2 are irrevocable and Common Stock which may not be waived by issued due to the Holder or any Companylimitations set forth in this Section 2.2 shall not be deemed to be Conversion Shares under this Note unless and until their issuance is otherwise permitted as contemplated herein.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would (i) exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the Holderoutstanding shares of Common Stock of the Borrower or (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding any conversion made pursuant to the terms of this Note. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number Borrower or without any notice requirement upon an Event of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common StockDefault. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Borrower and acquirable by the Holder at an average a price below $1.295 $ 1.06 [market price of the stock at closing] per share pursuant to the terms of this NoteNote and/or the Warrant issued by the Borrower to the Holder pursuant to that certain Securities Purchase Agreement dated April 26, 2004 (the Security Agreement or any other Ancillary Agreement"April Transaction Documents"), shall not exceed an aggregate of 2,520,966 459,770 shares of the Borrower's Common Stock Stock, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Stock)(the "Maximum Common Stock Issuance”"), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of the April Transaction Documents would exceed the Maximum Common Stock Issuance but for this NoteSection 3.2, the Security Agreement or any other Ancillary AgreementBorrower shall promptly, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Notebut no later than July 31, the Security Agreement or any other Ancillary Agreement2004, would be limited by the preceding sentence, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed result in the difference between (i) Holder owning more than 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the HolderStock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following without any notice to any the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the ParentCompany, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, (a) in no event shall the Holder be entitled to convert this Note into Common Stock to the extent such conversion would require the approval of any applicable insurance regulatory agency or authority (“Required Approval”) unless and until the Holder shall have obtained such Required Approval, and (b) the number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average a price below $1.295 7.58 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 1,583,430 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentCompany’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any the Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the ParentCompany, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder a exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average a price below $1.295 0.95 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 2,367,666 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentCompany’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any the Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in the first sentence of this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average a price below $1.295 0.91 per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 8,738,173 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent shall promptly call a shareholders meeting to solicit consider the shareholder approval approval. The Holder shall not be entitled to vote its shares for any proposal for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the ParentCompany, except that at no time shall the number of shares of Common Stock beneficially owned or upon receipt by the Holder exceed 19.99% of the outstanding shares a Notice of Common StockRedemption. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 10,154,300 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentCompany’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued issuable pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any the Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would (a) be convertible into that number of Conversion Ordinary Shares which which, when added to the number of Ordinary Shares otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed the difference between (i) 4.99% of the outstanding shares Ordinary Shares of Common Stock and the Borrower at the time of conversion or (b) (ii) exceed twenty five percent (25%) of the number aggregate dollar trading volume of shares the Ordinary Shares for the thirty (30) day trading period immediately preceding delivery of Common Stock beneficially owned by a Notice of Conversion to the HolderBorrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares conversion limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the ParentBorrower, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.99% of the Borrower’s outstanding shares Ordinary Shares as of Common Stockthe date hereof. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock Ordinary Shares issuable by the Parent Borrower and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this Note, Note and/or the Security Agreement or any other Ancillary Warrant issued by the Borrower to the Holder pursuant to the Securities Purchase Agreement, shall not exceed an aggregate of 2,520,966 shares 1,270,720 of Common Stock the Borrower’s Ordinary Shares, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common StockOrdinary Shares). Furthermore, Xxxxxx acknowledges and agrees that the Company (i) (shall, on or before September 30, 2006, use its best efforts to solicit shareholder approval of the “Maximum Common Stock Issuance”), unless the authorization and issuance of Common Stock hereunder in excess at least such amount of Ordinary Shares as would permit the Holder to acquire all of the Maximum Common Stock Issuance shall first be approved Ordinary Shares issuable by the Parent’s shareholders. If at any point in time Company and from time to time acquirable by the number of shares of Common Stock issued Holder pursuant to the terms of this Warrant and/or the Note, provided however, that until such shareholder approval is granted, the Security Agreement or any other Ancillary Agreement, together with the number Company shall not be required to issue an amount of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise Ordinary Shares pursuant to the terms of this Warrant and/or the Note, which exceeds in the Security Agreement or any other Ancillary Agreementaggregate, would be limited by the preceding sentence, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company625,000 Ordinary Shares.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the ParentCompany, or upon receipt by the Holder of a Notice of Redemption, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable or issued by the Parent and acquirable by the Holder Company at an average a price below $1.295 2.55 per share pursuant to the terms of this Note, the Security Agreement Purchase Agreement, or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 1,454,593 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentCompany’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement, any other Related Agreement or any other Ancillary Agreementotherwise, together with the number of shares of Common Stock that would then be issuable by the Parent Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any the Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would (a) be convertible into that number of Conversion Ordinary Shares which which, when added to the number of Ordinary Shares otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed the difference between (i) 4.99% of the outstanding shares Ordinary Shares of Common Stock and the Borrower at the time of conversion or (b) (ii) exceed twenty five percent (25%) of the number aggregate dollar trading volume of shares the Ordinary Shares for the thirty (30) day trading period immediately preceding delivery of Common Stock beneficially owned by a Notice of Conversion to the HolderBorrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares conversion limitation described in this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the ParentBorrower, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.99% of the Borrower’s outstanding shares Ordinary Shares as of Common Stockthe date hereof. Notwithstanding anything contained herein to the contrary, (i) the number of shares of Common Stock Ordinary Shares issuable by the Parent Borrower and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this NoteNote and/or the Warrant issued by the Borrower to the Holder pursuant to the Securities Purchase Agreement, plus (ii) the Security number of Ordinary Shares issuable by the Borrower and acquirable by the Holder pursuant to the terms of the Note and/or Warrant issued by the Borrower to the Holder pursuant to that Securities Purchase Agreement or any other Ancillary Agreemententered into by and among the Borrower, BOScom Ltd. and the Holder as of September 29, 2005, shall not exceed an aggregate of 2,520,966 shares 1,270,720 of Common Stock the Borrower’s Ordinary Shares (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”Ordinary Shares), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by the preceding sentence, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) of the number Borrower at the time of shares of Common Stock beneficially owned by the Holderconversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares conversion limitation described in the first sentence of this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common StockBorrower. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this Note, the Security Agreement Purchase Agreement, the Warrant (as defined in the Purchase Agreement), the Warrant issued to the Holder on May 5, 2005 (as amended, modified or supplemented from time to time, the “Additional Warrant”) or any other Ancillary Related Agreement (as defined in the Purchase Agreement) at a weighted average issue price of below $0.47 taking into account all such issuances, shall not exceed an aggregate of 2,520,966 6,491,440 shares of the Company’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentCompany’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement Purchase Agreement, the Warrant, the Additional Warrant or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement Purchase Agreement, the Warrant, the Additional Warrant or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.”

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) of the number Borrower at the time of shares of Common Stock beneficially owned by the Holderconversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares conversion limitation described in the first sentence of this Section 3.2 shall automatically become null and void following without any notice to any Company Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common StockBorrower. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this Note, the Security Agreement Purchase Agreement, the Warrant (as defined in the Purchase Agreement) or any other Ancillary Related Agreement (as defined in the Purchase Agreement) at a weighted average issue price of below $0.47 taking into account all such issuances, shall not exceed an aggregate of 2,520,966 6,491,440 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement Purchase Agreement, the Warrant or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement Purchase Agreement, the Warrant or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, from the provisions date hereof until such time as the Borrower's shareholders have approved an increase in the number of authorized shares of Common Stock, the number of shares of Common Stock issuable by the Borrower pursuant to the term of this Section 3.2 are irrevocable and may not be waived by the Holder Note or any CompanyRelated Agreement shall not exceed an aggregate of 8,202,012 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock). The Borrower shall promptly after the date hereof call a shareholders meeting to solicit shareholder approval of an increase in its authorized number of shares of Common Stock.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the ParentCompany, or upon receipt by the Holder of a Notice of Redemption, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average a price below $1.295 update Friday $4.95 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 2,108,764 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”"MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any the Company.]

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed (a) the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the HolderHolder or (b) twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the five (5) day trading period immediately preceding delivery of a Notice of Conversion to the Borrower. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares Share limitation described in this Section 3.2 shall automatically become null and void following notice to any the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 90 days prior notice to the ParentCompany, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder a exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average a price below $1.295 0.29 per share pursuant to the terms of this Note, the Security Agreement or Purchase Agreement, any other Ancillary Related Agreement, any Existing Holder Agreement (as defined below) or otherwise, shall not exceed an aggregate of 2,520,966 3,843,148 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement, any other Related Agreement, any Existing Holder Agreement or any other Ancillary Agreementotherwise, together with the number of shares of Common Stock that would then be issuable by the Parent Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement, any other Related Agreement, any Existing Holder Agreement or any other Ancillary Agreementotherwise, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.the

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following written notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior written notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock, or such lesser amount as required by the applicable Principal Market on which the Parent's Common Stock is listed, unless such shall first be approved by the Parent's stockholders. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Parent and acquirable by the Holder at an average a price below $1.295 .81 per share pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 5,095,933 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”"MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s 's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following without any notice to any the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the ParentCompany, except that at no time time, shall the number of shares of Common Stock beneficially owned by the Holder upon conversion of all or any portion of this Note, aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the February Note plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the February Warrant, exceed 19.99% of the outstanding shares of Common StockStock as of February 22, 2005. Notwithstanding anything contained herein to the contrary, the aggregate number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average price below $1.295 3.10 per share pursuant to the terms of this Note, the Security Agreement or Purchase Agreement, any other Ancillary Related Agreement, the Warrant, the February Note and the February Warrant, shall not exceed an aggregate of 2,520,966 1,428,458 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentCompany’s shareholdersstockholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement or Purchase Agreement, any other Ancillary Related Agreement, the Warrant, the February Note and the February Warrant, together with the number of shares of Common Stock that would then be issuable by the Parent Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or Purchase Agreement, any other Ancillary Related Agreement, would be limited by the preceding sentenceWarrant, the Parent February Note and the February Warrant, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Company shall promptly call a shareholders stockholders meeting and use its best efforts to solicit shareholder stockholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance; provided, however, that this sentence shall not require the Company to promptly call a stockholders meeting and solicit stockholder approval to the extent that the Company provides for a stockholder vote on such approval in the proxy statement and related materials for the Company’s 2005 annual meeting of stockholders. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any the Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the HolderHolder . For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following without any notice to any the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the ParentCompany, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the aggregate number of shares of Common Stock issuable by the Parent Company and acquirable by the Holder at an average price below $1.295 3.10 per share pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, shall not exceed an aggregate of 2,520,966 1,428,458 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the ParentCompany’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Purchase Agreement or any other Ancillary Related Agreement, would be limited by exceed the preceding sentenceMaximum Common Stock Issuance but for this Section 3.2, the Parent Company shall promptly call a shareholders meeting and use its best efforts to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any the Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrarycontrary set forth in the Loan Agreement, the Holder Note, the Warrants, or any other agreement, security or instrument between Borrower and a PFG Party, Borrower shall not be entitled effect any Conversion of the Note or any Warrant or any other Convertible Security held or beneficially owned by the PFG Parties, and no PFG Party shall have the right to convert pursuant Convert the Note, any Warrant or any other Convertible Security in whole or in part to the terms of this Note an amount that extent that, after giving effect to such attempted Conversion, as set forth in the relevant Conversion Notice, the PFG Parties would be convertible into that collectively beneficially own a number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and of Borrower in excess of the Beneficial Ownership Limitation (ii) as hereinafter defined). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder. For purposes PFG Parties shall include the number of shares of Common Stock issuable upon Conversion of the immediately Note and Warrants subject to a Conversion Notice with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon Conversion of the remaining, non-converted Convertible Securities held or beneficially owned by the PFG Parties. Except as set forth in the preceding sentence, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 the rules and regulations promulgated thereunder. The Conversion Shares limitation described in this Section 3.2 “Beneficial Ownership Limitation” shall automatically become null and void following notice to any Company upon the occurrence and during the continuance be 9.9% of an Event of Default, or upon 75 days prior notice to the Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein immediately after giving effect to the contrary, the number issuance of shares of Common Stock issuable by upon Conversion of that portion of the Parent and acquirable by the Holder at an average price below $1.295 per share Convertible Securities proposed to be Converted pursuant to a Conversion Notice (to the terms of this Note, the Security Agreement or any other Ancillary Agreement, shall not exceed an aggregate of 2,520,966 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Parent’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued extent permitted pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement or any other Ancillary Agreement, would be limited by the preceding sentence, the Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company1(d)).