Common use of Limitations on Conversions; Beneficial Ownership Clause in Contracts

Limitations on Conversions; Beneficial Ownership. The Company shall not effect any conversion of this Series A Stock, and the Holder of this Series A Stock shall not have the right to convert any portion of this Series A Stock pursuant to Section 3(a), to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates) would beneficially own in excess of 4.99% (the "Maximum Percentage") of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, 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 conversion of this Series A Stock with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Series A Stock beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any Other Series A Stocks or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of this Section 6(d)(i), 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) the Company's most recent Form 10-KSB, Form 10-QSB, Form 8-K, or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Series A Stock, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Series A Stocks.

Limitations on Conversions; Beneficial Ownership. The (i) Notwithstanding anything in this Note to the contrary, the Company shall not effect any conversion of this Series A StockNote, and the Holder of this Series A Stock shall not have the right to convert any portion of this Series A Stock Note pursuant to Section 3(a)3, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates’s Affiliates) would (A) beneficially own in excess of 4.994.9% (the "“Maximum Percentage"”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion, or (B) control in excess of the Maximum Percentage of the total voting power of the Company’s securities outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Series A Stock Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A1) conversion of the remaining, non-converted nonconverted portion of this Series A Stock Note beneficially owned by the Holder or any of its affiliates Affiliates and (B2) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any Other Series A Stocks or Warrantsother Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliatesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d)(i3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). For purposes of this Section 6(d)(i3(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) the Company's ’s most recent Form 10-KSBK, Form 10-QSBQ, Form 8-K, K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one two (12) Business Day Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Series A StockNote, by the Holder or its affiliates Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.999.9% specified in such notice; provided that (i1) any such increase or decrease will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii2) any such increase or decrease will apply only to the Holder and not to any other holder Holder of Series A StocksNotes.

Limitations on Conversions; Beneficial Ownership. The Company shall not effect any conversion of this Series A StockNote, and the Holder of this Series A Stock Note shall not have the right to convert any portion of this Series A Stock Note pursuant to Section 3(a), to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates’s Affiliates) would beneficially own in excess of 4.99% (the "“Maximum Percentage"”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Series A Stock Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted nonconverted portion of this Series A Stock Note beneficially owned by the Holder or any of its affiliates Affiliates and (B) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any Other Series A Stocks Notes or Warrantswarrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliatesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d)(i3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). For purposes of this Section 6(d)(i3(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) the Company's ’s most recent Form 10-KSBK, Form 10-QSB, Q or Form 8-K, or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Series A StockNote, by the Holder or its affiliates Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Series A StocksNotes. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitations on Conversions; Beneficial Ownership. The Company (i) Notwithstanding anything in this Note to the contrary, the Maker shall not effect any conversion of this Series A StockNote, and the Holder of this Series A Stock Note shall not have the right to convert any portion of this Series A Stock Note pursuant to Section 3(a5(a), to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates’s Affiliates) would (A) beneficially own in excess of 4.99% (the "“Maximum Percentage"”) of the number of shares Shares outstanding immediately after giving effect to such conversion, or (B) control in excess of Common Stock the Maximum Percentage of the total voting power of the Maker’s securities outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock Shares beneficially owned by the Holder and its affiliates Affiliates shall include the number of shares of Common Stock Shares issuable upon conversion of this Series A Stock Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock Shares which would be issuable upon (A) conversion of the remaining, non-converted nonconverted portion of this Series A Stock Note beneficially owned by the Holder or any of its affiliates Affiliates and (B) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any Other Series A Stocks or Warrants) Maker subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliatesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d)(i3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). For purposes of this Section 6(d)(i3(d), in determining the number of outstanding shares of Common StockShares, the Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (x1) the Company's Maker’s most recent Form 10-KSBK, Form 10-QSBQ, Form 8-K, K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company Maker or (z3) any other notice by the Company Maker or the Transfer Agent (if any) setting forth the number of shares of Common Stock Shares outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company Maker shall within one two (12) Business Day Days confirm orally and in writing to the Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the CompanyMaker, including this Series A StockNote, by the Holder or its affiliates Affiliates since the date as of which such number of outstanding shares of Common Stock Shares was reported. By written notice to the CompanyMaker, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (ix) any such increase or decrease will not be effective until the sixty-first (61st) day after such notice is delivered to the CompanyMaker, and (iiy) any such increase or decrease will apply only to the Holder and not to any other holder Holder of Series A StocksNotes.

Limitations on Conversions; Beneficial Ownership. The (i) Notwithstanding anything in this Note to the contrary, the Company shall not effect any conversion of this Series A StockNote, and the Holder of this Series A Stock shall not have the right to convert any portion of this Series A Stock Note pursuant to Section 3(a)3, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates’s Affiliates) would (A) beneficially own in excess of 4.99% (the "“Maximum Percentage"”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion, or (B) control in excess of the Maximum Percentage of the total voting power of the Company’s securities outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Series A Stock Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A1) conversion of the remaining, non-converted nonconverted portion of this Series A Stock Note beneficially owned by the Holder or any of its affiliates Affiliates and (B2) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any Other Series A Stocks or Warrantsother Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliatesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d)(i3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). For purposes of this Section 6(d)(i3(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) the Company's ’s most recent Form 10-KSBK, Form 10-QSBQ, Form 8-K, K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one two (12) Business Day Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Series A StockNote, by the Holder or its affiliates Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i1) any such increase or decrease will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii2) any such increase or decrease will apply only to the Holder and not to any other holder Holder of Series A StocksNotes.