Common use of Exercise Limitations; Xxxxxx’s Restrictions Clause in Contracts

Exercise Limitations; Xxxxxx’s Restrictions. The Holder shall not be entitled to exercise on a Conversion Date that amount of the Warrants into that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of common stock beneficially owned by the Holder and any Person, as such term is used in and construed under Rule 144 under the Securities Act, that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Holder (collectively, “Affiliates”) immediately prior to an exercise, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this provision is being made, which would result in beneficial ownership by the Holder and its Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Corporation immediately following a exercise. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises of only 9.99% and aggregate exercises by the Holder may exceed 9.99% as the Holder may void the exercise limitation described in this Section 2(d) upon and effective after 61 days prior written notice to the Corporation. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 9.99% amount described above and which shall be allocated to the excess above 9.99%.

Exercise Limitations; Xxxxxx’s Restrictions. The Holder shall not be entitled to exercise on a Conversion Date that amount of the Warrants Series A Preferred Stock into that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of common stock beneficially owned by the Holder and any Person, as such term is used in and construed under Rule 144 under the Securities Act, that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Holder (collectively, “Affiliates”) immediately prior to an exercise, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this provision is being made, which would result in beneficial ownership by the Holder and its Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Corporation immediately following a exercise. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises of only 9.99% and aggregate exercises by the Holder may exceed 9.99% as the Holder may void the exercise limitation described in this Section 2(d) 6.3 upon and effective after 61 days prior written notice to the Corporation. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 9.99% amount described above and which shall be allocated to the excess above 9.99%.

Exercise Limitations; Xxxxxx’s Restrictions. The Holder shall not be entitled to exercise on a Conversion Date that amount of the Warrants into that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of common stock beneficially owned by the Holder and any Person, as such term is used in and construed under Rule 144 under the Securities Act, that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Holder (collectively, “Affiliates”) immediately prior to an exercise, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this provision is being made, which would result in beneficial ownership by the Holder and its Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Corporation Company immediately following a an exercise. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises of only 9.99% and aggregate exercises by the Holder may exceed 9.99% as the Holder may void the exercise limitation described in this Section 2(d) upon and effective after 61 days prior written notice to the CorporationCompany. The Holder may allocate which of the equity of the Corporation Company deemed beneficially owned by the Holder shall be included in the 9.99% amount described above and which shall be allocated to the excess above 9.99%.

Exercise Limitations; Xxxxxx’s Restrictions. The Holder shall not be entitled to exercise on a Conversion Date that amount of the Warrants into that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of common stock beneficially owned by the Holder and any Person, as such term is used in and construed under Rule 144 under the Securities Act, that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Holder (collectively, “Affiliates”) immediately prior to an exercise, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this provision is being made, which would result in beneficial ownership by the Holder and its Affiliates of more than 9.994.99% of the outstanding shares of Common Stock of the Corporation immediately following a exercise. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises of only 9.994.99% and aggregate exercises by the Holder may exceed 9.994.99% as the Holder may void the exercise limitation described in this Section 2(d) warrant upon and effective after 61 days prior written notice to the Corporation. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 9.994.99% amount described above and which shall be allocated to the excess above 9.994.99%.