Common use of Leak Out Clause in Contracts

Leak Out. (i) During the period commencing on February 17, 2017 and ending with close of trading on May 1, 2017, inclusive (such period, the "Restricted Period"), neither the Holder, nor any of its Buyer Trading Affiliates (as defined in the Securities Purchase Agreement), collectively, shall sell, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) shares of Common Stock on any Trading Day during the Restricted Period (any such date, a “Date of Determination”), in an amount that exceeds the greater of (x) 40% of the Holder's Pro Rata Share (as defined below) of the trading volume of Common Stock on the Principal Market (or such other primary market in which the Common Stock is then trading) as reported by Bloomberg for the applicable Date of Determination and (y) the Holder's Pro Rata Share of $150,000 of gross sale proceeds received by the Holder, calculated by multiplying the number of shares of Common Stock sold and the applicable sale price (the greater of (x) and (y), the "Leak Out Limitation"); provided, that to the extent the Required Holders elect to release cash to the Company from its Holder Master Restricted Account pursuant to clause (ii) of the definition of Control Account Company Release Event set forth in Section 33(s) of the Note (a "Voluntary Release") and the Holder does not either (x) elect to effect a Voluntarily Release of cash to the Company from its Holder Master Restricted Account or (y) otherwise fund an amount of cash to the Company, in each case, in an amount corresponding to its Holder's Pro Rata Share of the amount of cash released to the Company by the Required Holders, then, the Holder together with its Buyer Trading Affiliates shall only be entitled to sell, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) shares of Common Stock on any Date of Determination in an amount up to fifty percent (50%) of its Leak Out Limitation as determined pursuant to this Section 18(c)(i) until, the next time, if any, that the Required Holders elect to effect a Voluntary Release, in which case the Holder's ability to sell shares of Common Stock during the Restricted Period shall again be determined pursuant to this Section 18(i), including, without limitation pursuant to this proviso; provided, further, that, notwithstanding anything herein to the contrary, neither the Holder, nor any of its Buyer Trading Affiliates shall sell, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) any Common Stock on the date the Company effects a reverse stock split and on the two (2) Trading Days immediately following such date. As used herein, "Holder's Pro Rata Share" means a fraction (i) the numerator of which is the outstanding Principal amount of this Note on February 17, 2017 and (ii) the denominator of which is the sum of (x) the outstanding Principal amount of this Note on February 17, 2017 and (y) the outstanding principal amounts of all Other Notes on February 17, 2017.

Leak Out. (i) During The Purchaser agrees solely with the period commencing on February 17, 2017 Company that from the date hereof and ending with close of trading at 4:00 pm (New York City time) on May January 1, 2017, inclusive 2022 (such period, the "“Restricted Period"”), neither the HolderPurchaser, nor any Affiliate of its Buyer such Purchaser which (x) had or has knowledge of the transactions contemplated by the this Agreement, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Conversions Shares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (together, the “Purchaser’s Trading Affiliates (as defined in the Securities Purchase AgreementAffiliates”), collectively, shall sellsell dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day (“Measurement Date”) sales from Conversion Shares issuable upon conversion of the Debenture (“Restricted Securities”) issued pursuant to this Agreement (but not any other Debentures issued pursuant to the Purchase Agreement, as amended, or “long” sales of shares of Common Stock on any Trading Day during purchased in open market transactions by the Restricted Period Purchaser) shall not exceed (any such date, a “Date of Determination”), in an amount that exceeds i) the greater of (x) 4030% of the Holder's Pro Rata Share quotient of (as defined belowA) the sum of the daily average composite daily trading volume of Common Stock on the Principal Market (or such other primary market in which the Common Stock is then trading) as reported by Bloomberg Bloomberg, LP for each Trading Day during the twenty (20) consecutive Trading Days immediately prior to such applicable Date Measuring Date, divided by (B) twenty (20), 30% of Determination the total trading volume that day, and $5,000.00 (ythe “Daily Limit”); provided that the foregoing restrictions shall not apply to (I) the Holder's Pro Rata Share of $150,000 of gross sale proceeds received by the Holder, calculated by multiplying the number any other sales of shares of Common Stock sold and the applicable sale price (the greater of (x) and (y), the "Leak Out Limitation"); provided, that to the extent the Required Holders elect to release cash to the Company from its Holder Master Restricted Account pursuant to clause (ii) of the definition of Control Account Company Release Event set forth in Section 33(s) of the Note (a "Voluntary Release") and the Holder does not either (x) elect to effect a Voluntarily Release of cash to the Company from its Holder Master Restricted Account existing notes or warrants or (yII) otherwise fund an amount any sale of cash any shares of Common Stock at a price greater than or equal to the Company$0.50 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events), in each case, which shall not be included in an amount corresponding to its Holder's Pro Rata Share of the amount of cash released to the Company by the Required Holders, then, the Holder together with its Buyer Trading Affiliates shall only be entitled to sell, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) shares of Common Stock on any Date of Determination in an amount up to fifty percent (50%) of its Leak Out Limitation as determined pursuant to this Section 18(c)(i) until, the next time, if any, that the Required Holders elect to effect a Voluntary Release, in which case the Holder's ability to sell shares of Common Stock during the Restricted Period shall again be determined pursuant to this Section 18(i), including, without limitation pursuant to this proviso; provided, further, that, notwithstanding Daily Limit calculation above.. Notwithstanding anything herein to the contrary, neither during the HolderRestricted Period, nor any of its Buyer Trading Affiliates shall sellthe Purchaser may, directly or indirectly, sell or transfer all, or any part, of the Restricted Securities to any Person (includingan “Assignee”) in a transaction which does not need to be reported on The Pink Open Market or any other trading or quotation system, without limitationcomplying with (or otherwise limited by) the restrictions set forth in this Leak-Out Agreement; provided, any sales, short sales, swaps or any derivative transactions that would be equivalent as a condition to any sales such sale or short positions) any Common Stock on the date transfer an authorized signatory of the Company effects and such Assignee duly execute and deliver a reverse stock split and on leak- out agreement in the two (2) Trading Days immediately following such date. As used herein, "Holder's Pro Rata Share" means a fraction (i) the numerator of which is the outstanding Principal amount form of this Note on February 17Leak-Out Agreement (an “Assignee Agreement”, 2017 and each such transfer a “Permitted Transfer”) and, subsequent to a Permitted Transfer, sales of the Purchaser and the Purchaser’s Trading Affiliates and all Assignees (iiother than any such sales that constitute Permitted Transfers) the denominator of which is the sum of (x) the outstanding Principal amount shall be aggregated for all purposes of this Note on February 17, 2017 Leak-Out Agreement and (y) the outstanding principal amounts of all Other Notes on February 17, 2017Assignee Agreements.

Leak Out. (i) During 2.1. For so long as the period commencing on February 17, 2017 and ending with close of trading on May 1, 2017, inclusive (such periodShareholder owns any VCIG Shares, the "Restricted Period")Shareholder shall only publicly sell the VCIG Shares subject to the following terms and conditions: (a) The Shareholder shall set up an exclusive share brokerage account (“Brokerage Account”) specifically to hold, neither manage and sell the HolderVCIG Shares. This Brokerage Account shall not be used to purchase and hold any other ordinary shares of VCIG that are available on the public markets, nor any of its Buyer Trading Affiliates other than the VCIG Shares; (as defined in the Securities Purchase Agreement), collectively, shall sellb) The Shareholder will not, directly or indirectly, (includingwithout the prior written consent of VCIG, without limitationagree or offer to sell, any salesVCIG Shares on the Nasdaq Capital Market, short salesexcept that the Shareholder may, swaps or any derivative transactions that would be equivalent to any sales or short positions) shares of Common Stock on any Trading Day during trading day, sell on the Restricted Period (any such date, a “Date Nasdaq Capital Market up to that number of Determination”), in an amount VCIG Shares that exceeds the greater of (x) 40is not more than 10% of the Holder's Pro Rata Share daily trading volume for the ordinary shares of VCIG on the Nasdaq Capital Market on such trading day. (as defined belowc) For every trading day that the Shareholder decides to sell a portion or all of the trading volume of Common Stock on the Principal Market (or such other primary market in which the Common Stock is then trading) as reported by Bloomberg for the applicable Date of Determination and (y) the Holder's Pro Rata Share of $150,000 of gross sale proceeds received by the Holder, calculated by multiplying the number of shares of Common Stock sold and the applicable sale price (the greater of (x) and (y)VCIG Shares, the "Leak Out Limitation"); provided, that to the extent the Required Holders elect to release cash to the Company from its Holder Master Restricted Account pursuant to clause (ii) of the definition of Control Account Company Release Event set forth Shareholder shall duly notify VCIG in Section 33(s) of the Note (a "Voluntary Release") and the Holder does not either (x) elect to effect a Voluntarily Release of cash to the Company from its Holder Master Restricted Account or (y) otherwise fund an amount of cash to the Company, in each case, in an amount corresponding to its Holder's Pro Rata Share of the amount of cash released to the Company by the Required Holders, then, the Holder together with its Buyer Trading Affiliates shall only be entitled to sell, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) shares of Common Stock on any Date of Determination in an amount up to fifty percent (50%) of its Leak Out Limitation as determined pursuant to this Section 18(c)(i) until, the next time, if any, that the Required Holders elect to effect a Voluntary Release, in which case the Holder's ability to sell shares of Common Stock during the Restricted Period shall again be determined pursuant to this Section 18(i), including, without limitation pursuant to this proviso; provided, further, that, notwithstanding anything herein to the contrary, neither the Holder, nor any of its Buyer Trading Affiliates shall sell, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) any Common Stock on the date the Company effects a reverse stock split and on the writing two (2) Trading Days immediately following such date. As used hereinhours before the sale of the VCIG Shares; (d) Upon selling a portion or all of the VCIG Shares, "Holder's Pro Rata Share" means a fraction the Shareholder shall provide to VCIG the trade statement of the said VCIG Shares’ sale transaction within twenty-four (24) hours; (e) The Shareholder shall only publicly sell the VCIG Shares pursuant to and in full compliance with the provisions of subparagraphs c (i) of Rule 144 of the numerator Securities Act 1933 of which is the United States (“Act”) regarding “current public information” and (e)(1)(i) of Rule 144 of the Act, regarding limiting the sales volume during each three month period thereafter to 1% of the total outstanding Principal amount shares of VCIG, during the term of this Note agreement, where applicable; (f) An appropriate legend describing this Agreement shall be imprinted on February 17each stock certificate representing the VCIG Shares covered hereby, 2017 and the transfer records of VCIG’s transfer agent shall reflect such appropriate restrictions, where applicable; and (iig) The Shareholder agrees that it will not engage in any short selling and transfer of the denominator VCIG Shares to any third party during the Leak-Out Period. 2.2. Notwithstanding the aforesaid, the Shareholder may be otherwise restricted from selling the VCIG Shares under applicable federal or state securities laws, rules and regulations and Securities and Exchange Commission (the “SEC”) interpretations thereof. 2.3. Notwithstanding the foregoing, the Shareholder shall be entitled to hold the VCIG Shares in trust for third parties. 2.4. Except as otherwise provided in this Agreement or any other agreements between the Parties, the Shareholder shall be entitled to their respective beneficial rights of which is ownership of the sum of (x) the outstanding Principal amount of this Note on February 17, 2017 and (y) the outstanding principal amounts of all Other Notes on February 17, 2017VCIG Shares.

Leak Out. (ia) During The Holder agrees solely with the period commencing on February 17, 2017 Company that from the date hereof (the “Effective Date”) and ending with close of trading at 4:00 pm (New York City time) on May 1April 8, 2017, inclusive 2021 (such period, the "“Restricted Period"”), neither the Holder, nor any affiliate of its Buyer such Holder which (x) had or has knowledge of the transactions contemplated by this Agreement, (y) has or shares discretion relating to such Holder’s investments or trading or information concerning such Holder’s investments, including in respect of the Securities, or (z) is subject to such Holder’s review or input concerning such affiliate’s investments or trading (together, the “Holder’s Trading Affiliates (as defined in the Securities Purchase AgreementAffiliates”), collectively, shall sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) shares of Common Stock on any Trading Day during the Restricted Period (any such date, a “Date of Determination”), shares of Common Stock of the Company, or shares of Common Stock of the Company underlying any convertible securities or options, held by the Holder on the date hereof, including, without limitations, the Securities (collectively, the “Restricted Securities”), in an amount that exceeds the greater of (x) 40representing more than 10.0% of the Holder's Pro Rata Share (as defined below) of the daily trading volume of Common Stock on the Principal Market (or such other primary market in which the Common Stock is then trading) as reported by Bloomberg Bloomberg, LP for the each applicable Date of Determination and (y“Leak-Out Percentage”). (b) the Holder's Pro Rata Share of $150,000 of gross sale proceeds received by the Holder, calculated by multiplying the number of shares of Common Stock sold and the applicable sale price (the greater of (x) and (y), the "Leak Out Limitation"); provided, that to the extent the Required Holders elect to release cash to the Company from its Holder Master Restricted Account pursuant to clause (ii) of the definition of Control Account Company Release Event set forth in Section 33(s) of the Note (a "Voluntary Release") and the Holder does not either (x) elect to effect a Voluntarily Release of cash to the Company from its Holder Master Restricted Account or (y) otherwise fund an amount of cash to the Company, in each case, in an amount corresponding to its Holder's Pro Rata Share of the amount of cash released to the Company by the Required Holders, then, the Holder together with its Buyer Trading Affiliates shall only be entitled to sell, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) shares of Common Stock on any Date of Determination in an amount up to fifty percent (50%) of its Leak Out Limitation as determined pursuant to this Section 18(c)(i) until, the next time, if any, that the Required Holders elect to effect a Voluntary Release, in which case the Holder's ability to sell shares of Common Stock during the Restricted Period shall again be determined pursuant to this Section 18(i), including, without limitation pursuant to this proviso; provided, further, that, notwithstanding Notwithstanding anything herein to the contrary, neither during the HolderRestricted Period, nor any of its Buyer Trading Affiliates shall sellthe Holder may, directly or indirectly, sell or transfer all, but not less than all, of any Restricted Securities to any Person (includingan “Assignee”) in a transaction which does not need to be reported on the consolidated tape on the Trading Market (as defined in the Warrants), without limitationcomplying with (or otherwise limited by) the restrictions set forth in this Leak-Out Agreement; provided, any sales, short sales, swaps or any derivative transactions that would be equivalent as a condition to any sales such sale or short positions) any Common Stock on the date transfer an authorized signatory of the Company effects and such Assignee duly execute and deliver a reverse stock split and on leak-out agreement in the two (2) Trading Days immediately following such date. As used herein, "Holder's Pro Rata Share" means a fraction (i) the numerator form of which is the outstanding Principal amount Section 2.3 of this Note on February 17, 2017 and (ii) the denominator of which is the sum of (x) the outstanding Principal amount of this Note on February 17, 2017 and (y) the outstanding principal amounts of all Other Notes on February 17, 2017Agreement.

Leak Out. (i) During the period commencing on February 17January 3, 2017 and ending with close of trading on May March 1, 2017, inclusive exclusive (such period, the "Restricted Period"), neither the Holder, nor any of its Buyer Trading Affiliates (as defined in the Securities Purchase Agreement2016 SPA), collectively, shall sell, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) shares of Common Stock on any Trading Day during the Restricted Period (any such date, a “Date of Determination”), in an amount that exceeds the greater of (x) 40% of more than the Holder's Pro Rata Share (as defined below) of the trading volume of Common Stock on the Principal Market (or such other primary market in which the Common Stock is then trading) as reported by Bloomberg for the applicable Date of Determination and (y) the Holder's Pro Rata Share of $150,000 of gross sale proceeds received by the Holder, calculated by multiplying the number of shares of Common Stock sold and the applicable sale price (the greater of (x) and (y), the "Leak Out Limitation")Determination; provided, that the foregoing restrictions shall not apply to the extent the Required Holders elect to release cash to the Company from its Holder Master Restricted Account pursuant to clause any actual “long” (ii) as defined in Regulation SHO of the definition of Control Account Company Release Event set forth in Section 33(s1000 Xxx) of the Note (a "Voluntary Release") and sales by the Holder does not either or any of its Buyer Trading Affiliates at a price greater than $0.50 per share (x) elect to effect a Voluntarily Release of cash to the Company from its Holder Master Restricted Account or (y) otherwise fund an amount of cash to the Company, in each case, in an amount corresponding to its Holder's Pro Rata Share of the amount of cash released to the Company by the Required Holdersas adjusted for stock splits, thenstock dividends, the Holder together with its Buyer Trading Affiliates shall only be entitled to sellstock combinations, directly recapitalizations or indirectlyother similar events occurring after January 23, 2017) (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) shares of Common Stock on any Date of Determination in an amount up to fifty percent (50%) of its Leak Out Limitation as determined pursuant to this Section 18(c)(i) until, the next time, if any, that the Required Holders elect to effect each such transfer a Voluntary Release, in which case the Holder's ability to sell shares of Common Stock during the Restricted Period shall again be determined pursuant to this Section 18(i“Permitted Transfer”), including, without limitation pursuant to this proviso; provided, further, that, notwithstanding anything herein to the contrary, that neither the Holder, nor any of its Buyer Trading Affiliates shall sell, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) any Common Stock on the date the Company effects a reverse stock split and on the two (2) Trading Days immediately following such dateJanuary 23, 2017. As used herein, "Holder's Pro Rata Share" means 55% of a percentage determined by multiplying 100 and a fraction (i) the numerator of which is the outstanding Principal amount of this Note on February 17January 23, 2017 and (ii) the denominator of which is the sum of (x) the outstanding Principal amount of this Note on February 17January 23, 2017 and (y) the outstanding principal amounts of all Other Notes on February 17January 23, 2017; provided, however, that to the extent the Holder and/or any holder of Other Notes withdraws cash from its Holder Master Control Account, the Holder's Pro Rata Share shall be computed anew for the Holder and all holders of Other Notes as of the date of such cash withdrawal and the Company shall promptly, but in any event within one (1) Business Day of such cash withdrawal, deliver written notice thereof to all holders of Notes and advise holders of Notes of their respective revised Holder's Pro Rata Share, which revised Holder's Pro rata Share shall be effective as of the date such holders receive such written notice. (ii) Notwithstanding anything herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or any part, of this Note or the Holder's Warrants (or any securities issuable upon conversion or exercise of this Notes or the Holder's Warrants, as applicable) (the “Restricted Securities”) to any Person (an “Assignee”) without complying with (or otherwise limited by) the restrictions set forth in this Section 18(c); provided, that as a condition to any such sale or transfer an authorized signatory of the Company and such Assignee duly execute and deliver an agreement containing the same provisions as contained in this Section 18(c) (an “Assignee Agreement”) and sales of the Holder and its Buyer Trading Affiliates and all Assignees (other than Permitted Transfers) shall be aggregated for all purposes of this Section 18(c) and all Assignee Agreements."