Common use of Limitation on Conversions Clause in Contracts

Limitation on Conversions. (i) Notwithstanding anything to the contrary set forth in this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time; provided, however, that upon the Holder providing the Maker with sixty-one (61) days advance written notice (the “Waiver Notice”) that the Holder would like to waive this Section 3(E)(i) with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3(E)(i) will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice. (b) Notwithstanding anything to the contrary set forth in this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon the Holder providing the Maker with a Waiver Notice, sixty-one (61) days in advance, that the Holder would like to waive Section 3(E)(ii) of this Note with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3(E)(ii) shall be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice.

Limitation on Conversions. (i) Notwithstanding anything to the contrary contained in the Notes issued to each of the Non-Remeditex Lenders, upon the completion of a Qualified Offering, the Note issued to such Non-Remeditex Lender shall not be convertible into Conversion Shares to the extent (but only to the extent) that such Non-Remeditex Lender or any of its Affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock. To the extent the conversion provisions of Section 2.2(a) would be limited by this Section 2.2(b), the portion of the Note not converted as of the date of the Qualified Offering shall be converted into Common Stock at a later date or dates, provided that at such later date or dates the limitation in this Section 2.2(b) would no longer apply to a Non-Remeditex Lender because such Non-Remeditex Lender would no longer own in excess of the Maximum Percentage. During any period of time after the completion of a Qualified Offering, but prior to the time any Non-Remeditex Lender would be permitted to receive Common Stock pursuant to the conversion provisions of their Notes: (i) the Maturity Date of the Notes issued to such Non-Remeditex Lender shall be automatically extended until such date as such Note is fully converted, and during such period the Company shall not be permitted to repay such Note in cash; (ii) the Note issued to such Non-Remeditex Lender shall cease to accrue interest as set forth in this such Note, at ; and (iii) the Company shall no time may longer be required to comply with the Holder convert all or a portion covenants set forth in Section 7 below. For the purposes of this Note if the number paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of shares of Common Stock to percentage ownership) shall be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations promulgated thereunder. The provisions of this section shall be implemented in a manner otherwise than in strict conformity with the terms of this section to correct this section (or any portion hereof) more than 4.99% of all of which may be defective or inconsistent with the Common Stock outstanding at intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such time; provided, however, that upon the Holder providing the Maker with sixty-one (61) days advance written notice (the “Waiver Notice”) that the Holder would like to waive this Section 3(E)(i) with regard to any or all shares Maximum Percentage limitation. The holders of Common Stock issuable upon conversion shall be third party beneficiaries of this Note, this Section 3(E)(i) will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice. (b) Notwithstanding anything to the contrary set forth in this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act paragraph and the rules thereunder) in excess Company may not amend or waive this paragraph without the consent of 9.99% holders of the then issued and outstanding shares a majority of its Common Stock outstanding at such time; provided, however, that upon the Holder providing the Maker with a Waiver Notice, sixty-one (61) days in advance, that the Holder would like to waive Section 3(E)(ii) of this Note with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3(E)(ii) shall be of no force or effect with regard to all or a portion of the Note referenced in the Waiver NoticeStock.

Limitation on Conversions. (i) Notwithstanding anything Any Holder or group of Holders of one or more Notes may notify the Company in writing in the event it elects to be subject to the contrary set forth provisions contained in this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time11.13; provided, however, that no Holder or group of Holders of one or more Notes shall be subject to this Section 11.13 unless he, she or it makes such election. If the election is made by a Holder or group of Holders, the Company shall not effect the conversion of the Holder’s or group’s Notes, and such Holder or group of Holders shall not have the right to convert its Notes to the extent that the number of Ordinary Shares issuable upon such conversion would increase the beneficial ownership of the electing Holder providing the Maker with sixty-one or group of Holders by 4.9% or 9.9% (61or such other amount) days advance written notice (the “Waiver NoticePercentage”) that ), as the electing Holder or group of Holders may specify, of Ordinary Shares then outstanding. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by a Holder or group of Holders shall include the number of Ordinary Shares held by the Holder or group of Holders but shall exclude Ordinary Shares that would like be issuable upon (A) conversion of the Notes beneficially owned by the Holder or group of Holders and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company beneficially owned by the Holder or group of Holders subject to waive a limitation on conversion or exercise analogous to the limitation contained in this Section 3(E)(i) with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3(E)(i) will be of no force or effect with regard to all or a portion 11.13. For purposes of the Note referenced Notes, in determining the Waiver Notice. number of issued and outstanding Ordinary Shares outstanding, the Holder may rely on the number of issued and outstanding Ordinary Shares as reflected in (b1) Notwithstanding anything the Company’s most recent annual report on Form 20-F or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of Ordinary Shares issued and outstanding. If the Company receives a Conversion Notice from a Holder or group of Holders at a time when the actual number of outstanding Ordinary Shares is less than the share number reported as being outstanding, the Company shall notify the holder in writing of the number of Ordinary Shares actually outstanding and, to the contrary set forth in this Note, at no time may the Holder convert all or a portion of this Note if extent that such Conversion Notice would cause the number of shares of Common Stock to be issued to exceed the Percentage, the holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such conversionConversion Notice. For any reason at any time, when aggregated with all upon the written request of the holder of the Notes, the Company shall, within five (5) Business Days, confirm orally and in writing to such Holder the number of Ordinary Shares then issued and outstanding. By written notice to the Company, the Holder or group of Holders of one or more Notes may from time to time increase or decrease the Percentage applicable to such Holder or group of Holders to any other shares percentage specified in such notice or opt out of Common Stock this Section 11.13; provided, however, that any such increase or decrease or opt out shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of clarity, any Ordinary Shares issuable pursuant to the terms of the Note in excess of the Percentage shall not be deemed to be beneficially owned by the applicable Holder at such time, would result in the Holder beneficially owning (as determined in accordance with or group of Holders for any purpose including for purposes of Section 13(d) of the Exchange Act and Act. To the rules thereunder) in excess extent a group of 9.99% Holders notifies the Company of its intention to opt into this Section 11.13, the group may identify which member or members of the then issued and outstanding shares group may convert their Notes into a number of Common Stock outstanding at such time; provided, however, that upon Ordinary Shares which increases the Holder providing member’s percentage beneficial ownership in an amount equal to less than the Maker with a Waiver Notice, sixty-one (61) days in advance, that the Holder would like to waive Section 3(E)(ii) of this Note with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3(E)(ii) shall be of no force or effect with regard to all or a portion of the Note referenced in the Waiver NoticePercentage.

Limitation on Conversions. (ia) Notwithstanding anything to the contrary set forth in this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock Stock, par value $.01, of the Company (the “Common Stock”) to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time; providedprovided , howeverhowever , that upon the Holder providing the Maker with sixty-one (61) days advance written notice (the “Waiver Notice”) that the Holder would like to waive this Section 3(E)(i25(a) with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3(E)(i25(a) will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice. (bc) Notwithstanding anything to the contrary set forth in this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time; providedprovided , howeverhowever , that upon the Holder providing the Maker with a Waiver Notice, sixty-one (61) days in advance, that the Holder would like to waive Section 3(E)(ii25(b) of this Note with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3(E)(ii25(b) shall be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice.

Limitation on Conversions. (i) Notwithstanding anything to the contrary contained in the Notes issued to each of _______________, upon the completion of a Qualified Offering, the Note issued to such Lender shall not be convertible into Conversion Shares to the extent (but only to the extent) that such Lender or any of its Affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock. To the extent the conversion provisions of Section 2.2(a) would be limited by this Section 2.2(b), the portion of the Note not converted as of the date of the Qualified Offering shall be converted into Common Stock at a later date or dates, provided that at such later date or dates the limitation in this Section 2.2(b) would no longer apply to _______________, as applicable, because such Lender would no longer own in excess of the Maximum Percentage. During any period of time after the completion of a Qualified Offering, but prior to the time any of _______________would be permitted to receive Common Stock pursuant to the conversion provisions of their Notes: (i) the Maturity Date of the Notes issued to such Lender shall be automatically extended until such date as such Note is fully converted, and during such period the Company shall not be permitted to repay such Note in cash; (ii) the Note issued to such Lender shall cease to accrue interest as set forth in this such Note, at ; and (iii) the Company shall no time may longer be required to comply with the Holder convert all or a portion covenants set forth in Section 7. below. For the purposes of this Note if the number paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of shares of Common Stock to percentage ownership) shall be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations promulgated thereunder. The provisions of this section shall be implemented in a manner otherwise than in strict conformity with the terms of this section to correct this section (or any portion hereof) more than 4.99% of all of which may be defective or inconsistent with the Common Stock outstanding at intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such time; provided, however, that upon the Holder providing the Maker with sixty-one (61) days advance written notice (the “Waiver Notice”) that the Holder would like to waive this Section 3(E)(i) with regard to any or all shares Maximum Percentage limitation. The holders of Common Stock issuable upon conversion shall be third party beneficiaries of this Note, this Section 3(E)(i) will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice. (b) Notwithstanding anything to the contrary set forth in this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act paragraph and the rules thereunder) in excess Company may not amend or waive this paragraph without the consent of 9.99% holders of the then issued and outstanding shares a majority of its Common Stock outstanding at such time; provided, however, that upon the Holder providing the Maker with a Waiver Notice, sixty-one (61) days in advance, that the Holder would like to waive Section 3(E)(ii) of this Note with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3(E)(ii) shall be of no force or effect with regard to all or a portion of the Note referenced in the Waiver NoticeStock.