Common use of Exercise Limitations Clause in Contracts

Exercise Limitations. The Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon such exercise of this Warrant less the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase Agreement, (y) a more recent public announcement by the Company, including the most recent annual or quarterly report of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. The provisions of this Section 2(d) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 2(d) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

Exercise Limitations. The Holder shall not have the right to exercise convert any portion of this WarrantDebenture, pursuant to Section 2 3 or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of ExerciseConversion Notice, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon such exercise conversion of this Warrant Debenture less the number of shares of Common Stock which would be issuable upon (A) exercise conversion of the remaining, nonexercised unexercised portion of this Warrant Debenture and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder. Except as set forth in the preceding sentence, for purposes of this Section 2(d3(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 2(d3(g) applies, the determination of whether this Warrant Debenture is exercisable convertible (in relation to other securities owned by the Holder) and of which a portion of this Warrant Debenture is exercisable convertible shall be in the sole discretion of such Holder. For purposes of this Section 2(d3(g), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase Agreement, (y) a more recent public announcement by the Company, including the most recent annual or quarterly report of Form 10-KSB or 10-QSB filed with the Commission; Company or (z) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. The provisions of this Section 2(d3(g) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 2(d3(g) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

Exercise Limitations. The In no event shall a Holder shall not have the right be permitted to exercise any portion of this Warrant, pursuant to Section 2 or otherwisepart hereof, to the extent that after giving effect to if, upon such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of (other than shares of Common Stock issuable upon such exercise of this Warrant less the number of shares of Common Stock which would otherwise be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder. Except as set forth in the preceding sentence, for purposes of this Section 2(d4), would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 2(d) 4 applies, the determination submission of whether an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) pursuant to the Purchase Agreement, (y) a more recent public announcement by the Company, including the most recent annual or quarterly report of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, terms hereof and the Company shall within two Business Days confirm orally and in writing be entitled to the Holder the number of shares of Common Stock then outstanding. The provisions of rely on such representation without making any further inquiry as to whether this Section 2(d) may 4 applies. Nothing contained herein shall be waived by deemed to restrict the right of a Holder uponto exercise this Warrant, or part thereof, at the election of the Holder, such time as such exercise will not less than 61 days’ prior notice to the Company, and violate the provisions of this Section 2(d) 4. This Section 4 may not be amended unless such amendment is approved by the holders of a majority of the Common Stock then outstanding; provided, however, that the limitations contained in this Section 4 shall continue cease to apply until such 61st day (x) upon sixty (60) days’ prior written notice from the Holder to the Company, or such later date(y) immediately upon written notice from the Holder to the Company at any time after the public announcement or other disclosure of a Major Transaction (as defined below) or a Change of Control. For purposes hereof, “Change of Control” means the existence or occurrence of any of the following: (a) the sale, conveyance or disposition of all or substantially all of the assets of the Company; (b) the effectuation of a transaction or series of transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of; (c) the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entity; (d) a transaction or series of transactions in which any Person or group acquires more than fifty percent (50%) of the voting equity of the Company; and (e) the individuals serving on the Board of Directors as determined by of the Holder, as may be specified in such notice Closing Date do not at any time constitute at least a majority of waiver)the Board of Directors of the Company.

Exercise Limitations. The In no event shall the Holder shall not have the right be permitted to exercise any portion of this Warrant, pursuant to Section 2 or otherwisepart thereof, to the extent that after giving effect to if, upon such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of (other than shares of Common Stock issuable upon such exercise of this Warrant less the number of shares of Common Stock which would otherwise be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by in this paragraph 4), would exceed 4.99% of the Holdernumber of shares of Common Stock then issued and outstanding. Except as set forth in the preceding sentence, for purposes of this Section 2(d)As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 2(d) paragraph 4 applies, the submission of an Exercise Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable pursuant to the terms hereof and the Company shall be entitled to rely on such representation without making any further inquiry as to whether this Section 4 applies. The Company shall have no liability to any person if the Holder's determination of whether this Warrant is exercisable (in relation convertible pursuant to other securities owned by the Holder) and terms hereof is incorrect. Nothing contained herein shall be, deemed to restrict the right of which a portion of Holder to exercise this Warrant is exercisable shall be in Warrant, or part thereof, at such time as such exercise will not violate the sole discretion of such Holder. For purposes provisions of this Section 2(d), 4. This Section 4 may not be amended unless such amendment is agreed to in determining the number of outstanding shares of Common Stock, writing by the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase Agreement, (y) a more recent public announcement and approved by the Company, including the most recent annual or quarterly report holders of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request a majority of the Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. The provisions of this Section 2(d) may be waived by ; provided, however, that the Holder uponshall have the right, at the election of the Holder, not less than 61 upon sixty (60) days’ ' prior written notice to the Company, and to waive the provisions of this Section 2(d) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver)4.

Exercise Limitations. The In no event shall a Holder shall not have the right be permitted to exercise any portion of this Warrant, pursuant to Section 2 or otherwisepart hereof, to the extent that after giving effect to if, upon such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of (other than shares of Common Stock issuable upon such exercise of this Warrant less the number of shares of Common Stock which would otherwise be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder. Except as set forth in the preceding sentence, for purposes of this Section 2(d4), would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 2(d) 4 applies, the determination submission of whether an Exercise Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) pursuant to the Purchase Agreement, (y) a more recent public announcement by the Company, including the most recent annual or quarterly report of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, terms hereof and the Company shall within two Business Days confirm orally and in writing be entitled to the Holder the number of shares of Common Stock then outstanding. The provisions of rely on such representation without making any further inquiry as to whether this Section 2(d) may 4 applies. Nothing contained herein shall be waived by deemed to restrict the right of a Holder uponto exercise this Warrant, or part thereof, at the election of the Holder, such time as such exercise will not less than 61 days’ prior notice to the Company, and violate the provisions of this Section 2(d) 4. This Section 4 may not be amended unless such amendment is approved by the holders of a majority of the Common Stock then outstanding; provided, however, that the limitations contained in this Section 4 shall continue cease to apply until such 61st day (x) upon sixty (60) days' prior written notice from the Holder to the Company, or such later date(y) immediately upon written notice from the Holder to the Company at any time after the public announcement or other disclosure of a Major Transaction (as defined below) or a Change of Control. For purposes hereof, "Change of Control" means the existence or occurrence of any of the following: (a) the sale, conveyance or disposition of all or substantially all of the assets of the Company; (b) the effectuation of a transaction or series of transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of; (c) the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entity; (d) a transaction or series of transactions in which any Person or group acquires more than fifty percent (50%) of the voting equity of the Company; and (e) the individuals serving on the Board of Directors as determined by of the Holder, as may be specified in such notice Closing Date do not at any time constitute at least a majority of waiver)the Board of Directors of the Company.

Exercise Limitations. (i) The Holder shall may not have the right to exercise any portion of this WarrantWarrant if, pursuant to Section 2 or otherwise, to immediately after the extent that after giving effect to such issuance after exerciseWarrant Shares are issued, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, ) would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the a number of shares of the Common Stock outstanding immediately after giving effect to such issuancein excess of the Beneficial Ownership Limitation (as defined below) . For the purposes of the foregoing determinationsentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include includes the number of shares of Common Stock issuable upon such the exercise of this Warrant less Warrant, but excludes the number of shares of Common Stock which that would be issuable upon (Ai) the Holder’s exercise of the remaining, nonexercised unexercised portion of this Warrant and (Bii) the Holder’s or its affiliates’ exercise or conversion of the unexercised or unconverted nonconverted portion of any other Securities (including, without limitation, securities of the Company that the Holder or any other Debentures or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holderof its affiliates own beneficially. Except as set forth in the preceding foregoing sentence, for the purposes of this Section 2(d2(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable The “Beneficial Ownership Limitation” shall be in the sole discretion 4.99% of such Holder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase Agreement, (y) a more recent public announcement by the Company, including the most recent annual or quarterly report of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of the Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Business Days confirm orally and in writing outstanding immediately after giving effect to the Holder the number issuance of shares of Common Stock then outstandingissuable upon exercise of this Warrant. The provisions of this Section 2(d) may be waived by the Holder upon, at the election of the Holder, upon not less than 61 days’ prior notice to the Company, and may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d2(c)(i) shall continue to apply or may waive the application of the Beneficial Ownership Limitation of this Section 2(c)(i) altogether until any subsequent election under this Section 2(c)(i). Any such increase, decrease or waiver will not be effective until the 61st day (or such later date, as determined by the Holder, as may be specified in after such notice is delivered to the Company and shall only apply to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor holder of waiver)this Warrant.

Exercise Limitations. The Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon such exercise of this Warrant less the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder. Except as set forth in the preceding sentence, for purposes of this Section 2(d2(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 2(d2(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder. For purposes of this Section 2(d2(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase Agreement, (y) a more recent public announcement by the Company, including the most recent annual or quarterly report of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. The provisions of this Section 2(d2(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 2(d2(c) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

Exercise Limitations. The In no event shall the Holder shall not have the right be permitted to exercise any portion of this Warrant, pursuant to Section 2 or otherwisepart thereof, to the extent that after giving effect to if, upon such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of (other than shares of Common Stock issuable upon such exercise of this Warrant less the number of shares of Common Stock which would otherwise be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder. Except as set forth in the preceding sentence, for purposes of this Section 2(d)4, would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 2(d) 4 applies, the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof and the Company shall be entitled to rely on such representation without making any further inquiry as to whether this Section 4 applies. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable (in relation convertible pursuant to other securities owned by the Holder) and of which a portion of this Warrant terms hereof is exercisable incorrect. Nothing contained herein shall be in deemed to restrict the sole discretion right of such Holder. For purposes of a Holder to exercise this Section 2(d)Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase Agreement, (y) a more recent public announcement by the Company, including the most recent annual or quarterly report of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. The provisions of this Section 2(d) may be waived by the Holder uponpart thereof, at the election of the Holder, such time as such exercise will not less than 61 days’ prior notice to the Company, and violate the provisions of this Section 2(d) shall continue 4. This Section 4 may not be amended unless such amendment is agreed to apply until such 61st day (or such later date, as determined in writing by the HolderHolder and approved by the holders of a majority of the Common Stock then outstanding; provided, however, that the Holder shall have the right to waive the provisions of this Section 4 upon prior written notice to the Company following the announcement of a Major Transaction (as may be specified in such defined below), or otherwise upon sixty (60) days’ prior written notice of waiver)to the Company.

Exercise Limitations. The Holder shall not have the right to exercise convert any portion of this WarrantDebenture, pursuant to Section 2 3 or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of ExerciseConversion Notice, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon such exercise conversion of this Warrant Debenture less the number of shares of Common Stock which would be issuable upon (A) exercise conversion of the remaining, nonexercised unexercised portion of this Warrant Debenture and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder. Except as set forth in the preceding sentence, for purposes of this Section 2(d3(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 2(d3(g) applies, the determination of whether this Warrant Debenture is exercisable convertible (in relation to other securities owned by the Holder) and of which a portion of this Warrant Debenture is exercisable convertible shall be in the sole discretion of such Holder. For purposes of this Section 2(d3(g), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase Agreement, (y) a more recent public announcement by the Company, including the most recent annual or quarterly report of Form 10-KSB or 10-QSB filed with the Commission; Company or (z) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two five Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. The provisions of this Section 2(d3(g) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 2(d3(g) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

Exercise Limitations. The In no event shall the Holder shall not have the right be permitted to exercise any portion of this Warrant, pursuant to Section 2 or otherwisepart thereof, to the extent that after giving effect to if, upon such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of (other than shares of Common Stock issuable upon such exercise of this Warrant less the number of shares of Common Stock which would otherwise be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by in this paragraph 4), would exceed 4.99% of the Holdernumber of shares of Common Stock then issued and outstanding. Except as set forth in the preceding sentence, for purposes of this Section 2(d)As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 2(d) paragraph 4 applies, the submission of an Exercise Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable pursuant to the terms hereof and the Company shall be entitled to rely on such representation without making any further inquiry as to whether this Section 4 applies. The Company shall have no liability to any person if the Holder's determination of whether this Warrant is exercisable (in relation convertible pursuant to other securities owned by the Holder) and of which a portion of this Warrant terms hereof is exercisable incorrect. Nothing contained herein shall be in deemed to restrict the sole discretion right of a Holder to exercise this Warrant, or part thereof, at such Holder. For purposes time as such exercise will not violate the provisions of this Section 2(d), 4. This Section 4 may not be amended unless such amendment is agreed to in determining the number of outstanding shares of Common Stock, writing by the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase Agreement, (y) a more recent public announcement and approved by the Company, including the most recent annual or quarterly report holders of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request a majority of the Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. The provisions of this Section 2(d) may be waived by ; PROVIDED, HOWEVER, that the Holder uponshall have the right, at the election of the Holder, not less than 61 upon sixty (60) days’ ' prior written notice to the Company, and to waive the provisions of this Section 2(d) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver)4.

Exercise Limitations. The In no event shall the Holder shall not have the right be -------------------- permitted to exercise any portion of this Warrant, pursuant to Section 2 or otherwisepart thereof, to the extent that after giving effect to if, upon such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of (other than shares of Common Stock issuable upon such exercise of this Warrant less the number of shares of Common Stock which would otherwise be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by in this paragraph 4), would exceed 4.99% of the Holdernumber of shares of Common Stock then issued and outstanding. Except as set forth in the preceding sentence, for purposes of this Section 2(d)As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 2(d) paragraph 4 applies, the submission of an Exercise Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable pursuant to the terms hereof and the Company shall be entitled to rely on such representation without making any further inquiry as to whether this Section 4 applies. The Company shall have no liability to any person if the Holder's determination of whether this Warrant is exercisable (in relation convertible pursuant to other securities owned by the Holder) and of which a portion of this Warrant terms hereof is exercisable incorrect. Nothing contained herein shall be in deemed to restrict the sole discretion right of a Holder to exercise this Warrant, or part thereof, at such Holder. For purposes time as such exercise will not violate the provisions of this Section 2(d), 4. This Section 4 may not be amended unless such amendment is agreed to in determining the number of outstanding shares of Common Stock, writing by the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase Agreement, (y) a more recent public announcement and approved by the Company, including the most recent annual or quarterly report holders of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request a majority of the Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. The provisions of this Section 2(d) may be waived by ; provided, however, that the Holder uponshall have the right, at the election of the Holder, not less than 61 upon sixty (60) days’ ' prior written notice to the Company, and to waive the provisions of this Section 2(d) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver)4.

Exercise Limitations. The In no event shall a Holder shall not have the right be permitted to exercise any portion of this Warrant, pursuant or part thereof, with respect to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own Warrant Shares in excess of 4.99% (or as applicable, 9.99%) of the number of shares such shares, upon the issuance of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determinationwhich, (x) the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include plus (y) the number of shares of Common Stock ---- issuable upon such exercise of this Warrant less plus (z) the number of shares of Common Stock which that ---- was issued to the Holder pursuant to this Warrant during the period of sixty (60) days immediately preceding such exercise, would be issuable upon (A) exercise equal to or exceed 9.99% of the remainingnumber of shares of Common Stock then issued and outstanding, nonexercised portion of this Warrant and (B) exercise or conversion it being the intent of the unexercised Company and the Holder that no Holder be deemed at any time to have the power to acquire, vote or unconverted portion dispose of any other Securities (including, without limitation, any other Debentures or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) greater than 9.99% of the Exchange Actnumber of shares of Common Stock issued and outstanding during any sixty-day period. To the extent that the limitation contained in this Section 2(d) paragraph 4 applies, the determination submission of whether a Conversion Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) pursuant to the Purchase Agreement, (y) a more recent public announcement by the Company, including the most recent annual or quarterly report of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, terms hereof and the Company shall within two Business Days confirm orally and in writing be entitled to rely on such representation without making any further inquiry. Nothing contained herein shall be deemed to restrict the right of a Holder the number of shares of Common Stock then outstanding. The provisions of to exercise this Section 2(d) may be waived by the Holder uponWarrant, or part thereof, at the election of the Holder, such time as such exercise will not less than 61 days’ prior notice to the Company, and violate the provisions of this Section 2(d) 4. The limitation contained in this Section 4 shall continue not apply if the original Holder hereof elected in the Securities Purchase Agreement not to apply until be subject to such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver)limitation.

Exercise Limitations. The Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% (or as applicable, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing determination, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon such exercise of this Warrant less the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant and (B) exercise or conversion of the unexercised or unconverted portion of any other Securities (including, without limitation, any other Debentures or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase Agreement, (y) a more recent public announcement by the Company, including the most recent annual or quarterly report of Form 10-KSB or 10-QSB filed with the Commission; or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two five Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. The provisions of this Section 2(d) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 2(d) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).