Common use of Issuance Cap Clause in Contracts

Issuance Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and Lender agree that the total cumulative number of shares of Common Stock issued to Lender hereunder together with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the number of shares of Common Stock issued to Investor reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), Borrower will use reasonable commercial efforts to: (a) obtain stockholder approval of the Note and the issuance of additional Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d), or (b) obtain Nasdaq approval of the Note and the issuance of additional Conversion Shares (the “Approval”). In the event Borrower is unable to deliver any additional Conversion Shares to Lender as a result of the Nasdaq 19.99% Cap, then until such time as Borrower is able to obtain the Approval, all Redemption Amounts must be paid in cash.

Issuance Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and Lender agree that the total cumulative number of shares of Common Stock issued to Lender hereunder together with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below)) or if Borrower obtains from its counsel (or if Lender obtains from its counsel) a written opinion that the Approval is not required. If the number of shares of Common Stock Conversion Shares issued to Investor reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), Borrower will use reasonable commercial its best efforts to: (a) to obtain stockholder approval of the Note and the issuance of additional the Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d), ) or (b) obtain a waiver from Nasdaq approval of the Note and the issuance of additional Conversion Shares (the “Approval”). In If the event Borrower is unable to deliver any additional Conversion Shares to Lender as a result of the Nasdaq 19.99% Cap, then until obtain such time as Borrower is able to obtain the Approval, all Redemption Amounts any remaining Outstanding Balance of this Note must be paid repaid in cashcash when due and payable.

Issuance Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and Lender agree that the total cumulative number of shares of Common Stock issued to Lender hereunder together with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the number of shares of Common Stock issued to Investor reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), Borrower will use reasonable commercial efforts to: (a) to obtain stockholder approval of the Note and the issuance of additional Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d), or (b) . Borrower will also use reasonable commercial efforts to obtain Nasdaq stockholder approval of the Note and the issuance of additional Conversion Shares Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(b) (such stockholder approvals, the “ApprovalApprovals”). In the event Borrower is unable to deliver any additional Conversion Shares to Lender as a result of the Nasdaq 19.99% Cap, then until such time as Until Borrower is able to obtain the Approvalsuch Approvals, all Redemption Amounts as applicable, any subsequent Redemptions of this Note must be paid repaid in cash.