Common use of Limitation on Conversion Rights Clause in Contracts

Limitation on Conversion Rights. Notwithstanding anything stated herein to the contrary, unless and until the issuance and sale of the Series C Preferred Stock is approved or ratified by the stockholders of the Company in accordance with the rules of the Nasdaq Stock Market (the "STOCKHOLDER APPROVAL"), the Series C Preferred Stock cannot be converted into a total number of shares of Common Stock equal to or greater than twenty percent (20%) of the number of shares of Common Stock outstanding immediately prior to the issuance of the Series C Preferred Stock (the "CONVERSION CAP"). The Conversion Rights are expressly limited by and subject to the Conversion Cap for all purposes, unless and until the Stockholder Approval is obtained. The Conversion Cap shall be applied pro rata to the Conversion Rights of each outstanding share of Series C Preferred Stock, reducing the number of shares of Common Stock into which each share of Series C Preferred Stock is convertible equally. In no event shall the number of shares of Common Stock into which the Series C Preferred Stock is convertible exceed the Conversion Cap prior to the Stockholder Approval. Upon Stockholder Approval, the Conversion Cap shall terminate for all purposes and this Certificate shall be deemed amended to delete all references to the Conversion Cap and the conversion limitation set forth in this Section 6(l). The Company may, but shall not be required to, file an amendment to its Certificate of Incorporation to reflect the Stockholder Approval.

Limitation on Conversion Rights. Notwithstanding anything stated herein to the contrary, unless and until the issuance and sale of the Series C E Preferred Stock is approved or ratified by the stockholders of the Company in accordance with the rules of the Nasdaq Stock Market (the "STOCKHOLDER APPROVALStockholder Approval"), the Series C E Preferred Stock cannot be converted into a total number of shares of Common Stock equal to or greater than twenty five percent (205%) of the number of shares of Common Stock outstanding immediately prior to the issuance of the Series C E Preferred Stock (the "CONVERSION CAPConversion Cap"). The Conversion Rights are expressly limited by and subject to the Conversion Cap for all purposes, unless and until the Stockholder Approval is obtained. The Conversion Cap shall be applied pro rata to the Conversion Rights of each outstanding share of Series C E Preferred Stock, reducing the number of shares of Common Stock into which each share of Series C E Preferred Stock is convertible equally. In no event shall the number of shares of Common Stock into which the Series C E Preferred Stock is convertible exceed the Conversion Cap prior to the Stockholder Approval. Upon Stockholder Approval, the Conversion Cap shall terminate for all purposes and this Certificate shall be deemed amended to delete all references to the Conversion Cap and the conversion limitation set forth in this Section 6(l). The Company may, but shall not be required to, file an amendment to its Certificate of Incorporation to reflect the Stockholder Approval.