Common use of Exchange Cap Allocation Clause in Contracts

Exchange Cap Allocation. Until Stockholder Approval (as defined below) is obtained, the Company shall issue the Buyers in the aggregate, upon conversion or exercise of any of the Purchased Securities, Conversion Shares in an amount no greater than the product of (A) the Exchange Cap as of the Subscription Date multiplied by (B) the quotient of (1) the aggregate number of shares of Common Stock initially exercisable pursuant to the Purchased Securities held by such Buyer without regard for any limitations on exercise set forth therein (as measured as of the Closing Date) divided by (2) the aggregate number of shares of Common Stock initially exercisable pursuant to the Purchased Securities held by all Buyers without regard to any limitations on exercise set forth therein (as measured as of the Closing Date) (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Purchased Securities, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Purchased Securities so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion or exercise in full of the Purchased Securities, the difference (if any) between such Buyer’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such Buyer upon such Buyer’s conversion or exercise in full of such Purchased Securities shall be allocated to the respective Exchange Cap Allocations of the remaining Buyers on a pro rata basis in proportion to the shares of Common Stock underlying the Purchased Securities then held by each such Buyer.

Exchange Cap Allocation. Until Stockholder Approval (as defined below) is obtained, the Company shall issue the Buyers Purchasers in the aggregate, upon conversion or exercise of any of the Purchased SecuritiesPreferred Shares or exercise of the Warrants, Conversion Shares Common Stock in an amount no greater than the product of (A) the Exchange Cap as of the Subscription Date multiplied by (B) the quotient of (1) the aggregate number of shares of Common Stock Preferred Shares initially exercisable pursuant to the Purchased Securities held acquired by such Buyer without regard for any limitations on exercise set forth therein (as measured as of the Closing Date) Purchaser under this Agreement, divided by (2) the aggregate number of shares of Common Stock Preferred Shares initially exercisable pursuant to the Purchased Securities held acquired by all Buyers without regard to any limitations on exercise set forth therein Purchasers under this Agreement (as measured as of the Initial Closing Date) (with respect to each BuyerPurchaser, the “Exchange Cap Allocation”). In the event that any Buyer Purchaser shall sell or otherwise transfer any of such BuyerPurchaser’s Purchased SecuritiesPreferred Shares, the transferee shall be allocated a pro rata portion of such BuyerPurchaser’s Exchange Cap Allocation with respect to such portion of such Purchased Securities Preferred Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion or exercise in full of the Purchased SecuritiesPreferred Shares and/or exercise of the Warrants, the difference (if any) between such BuyerPurchaser’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such Buyer Purchaser upon such BuyerPurchaser’s conversion or exercise in full of such Purchased Securities Preferred Shares and Warrants shall be allocated to the respective Exchange Cap Allocations of the remaining Buyers Purchasers on a pro rata basis in proportion to the Preferred shares of Common Stock underlying the Purchased Securities then held by each such BuyerPurchaser.

Exchange Cap Allocation. Until Stockholder Approval (as defined below) is obtained, the Company shall issue the Buyers in the aggregate, upon conversion or exercise of any of the Purchased SecuritiesNotes, Conversion Shares in an amount no greater than the product of (A) the Exchange Cap as of the Subscription Date multiplied by (B) the quotient of (1) the aggregate number of shares of Common Stock initially exercisable pursuant to the Purchased Securities Notes held by such Buyer without regard for any limitations on exercise set forth therein (as measured as of the Closing Date) divided by (2) the aggregate number of shares of Common Stock initially exercisable pursuant to the Purchased Securities Notes held by all Buyers without regard to any limitations on exercise set forth therein (as measured as of the Closing Date) (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Purchased SecuritiesNotes, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Purchased Securities Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion or exercise in full of the Purchased SecuritiesNotes, the difference (if any) between such Buyer’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such Buyer upon such Buyer’s conversion or exercise in full of such Purchased Securities Notes shall be allocated to the respective Exchange Cap Allocations of the remaining Buyers on a pro rata basis in proportion to the shares of Common Stock underlying the Purchased Securities Notes then held by each such Buyer.