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. (ii) The Company shall not be obligated to issue any Conversion Shares upon conversion of this Note if the issuance of such shares would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market or any other Eligible Market on which the Conversion Stock is then quoted or listed (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its shareholders as required by the applicable rules of the Principal Market (or such Eligible Market, as applicable) for issuances of Common Stock in excess of such amount. Unless such approval is obtained, no Holder of the Notes shall be issued in the aggregate upon conversion of Notes, Conversion Shares in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the sum of the aggregate Original Principal Amount of the Notes purchased by such Holder of outstanding Notes and the denominator of which is the sum of the aggregate Original Principal Amount of the Notes purchased by all Holders of outstanding Notes (with respect to each Holder, the “Exchange Cap Allocation”). In the event that any Holder shall sell or otherwise transfer any of such Holder’s Notes, the transferee shall be allocated a pro rata portion of such Holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any Holder of Notes shall convert all of such Holder’s Notes into a number of Conversion Shares which, in the aggregate, is less than such Holder’s Exchange Cap Allocation, then the difference between such Holder’s Exchange Cap Allocation and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Exchange Cap Allocations of the remaining Holders of Notes on a pro rata basis in proportion to the aggregate Outstanding Principal amount of the Notes then held by each such Holder. (iii) The Company shall not be obligated to issue any Conversion Shares upon conversion of this Note until the Principal Market has approved the additional listing of such Conversion Shares. The Company shall apply for such approval as soon as practicable after the Issuance Date.

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), Note to the extent that after giving effect to such conversion, the Holder (Holder, together with the Holder's affiliates) any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% (the "Maximum Percentage") of the number of shares of Common Stock Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of Since the foregoing sentence, Holder will not be obligated to report to the Company the number of shares Ordinary Shares it may hold at the time of Common Stock beneficially owned by a conversion hereunder, unless the Holder and its affiliates shall include conversion at issue would result in the number issuance of shares Ordinary Shares in excess 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 4.99% of the remaining, non-converted portion of this Series A Stock then outstanding Ordinary Shares without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any of its affiliates particular conversion hereunder and (B) exercise or conversion of to the unexercised or non-converted portion of any other securities of extent that the Company (including, without limitation, any Other Series A Stocks or Warrants) subject to a limitation on conversion or exercise analogous to Holder determines that the limitation contained herein beneficially owned by in this Section applies, the Holder or any determination of its affiliates. Except as set forth in which portion of the preceding sentence, for purposes Principal amount of this Section 6(d)(i), beneficial ownership Note is convertible 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 responsibility and obligation of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to . If the Holder the number has delivered a Conversion Notice for a Principal amount of this Note that, without regard to any other 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 that the Holder or its affiliates since may beneficially own, would result in 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 issuance 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 permitted amount hereunder, the Company, and (ii) any such increase or decrease will apply only to Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted to be converted on such Conversion Date in accordance with Section (3)(a) and, any Principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other holder of Series A StocksHolder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

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. (ii) The Company shall not be obligated to issue any Conversion Shares upon conversion of this Note if the issuance of such shares would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market or any other Eligible Market on which the Conversion Stock is then quoted or listed (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market (or such Eligible Market, as applicable) for issuances of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Unless such approval or written opinion is obtained, no Holder of the Notes shall be issued in the aggregate upon conversion of Notes, Conversion Shares in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the sum of the aggregate Original Principal Amount of the Notes purchased by such Holder of outstanding Notes and the denominator of which is the sum of the aggregate Original Principal Amount of the Notes purchased by all Holders of outstanding Notes (with respect to each Holder, the “Exchange Cap Allocation”). In the event that any Holder shall sell or otherwise transfer any of such Holder’s Notes, the transferee shall be allocated a pro rata portion of such Holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any Holder of Notes shall convert all of such Holder’s Notes into a number of Conversion Shares which, in the aggregate, is less than such Holder’s Exchange Cap Allocation, then the difference between such Holder’s Exchange Cap Allocation and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Exchange Cap Allocations of the remaining Holders of Notes on a pro rata basis in proportion to the aggregate Outstanding Principal amount of the Notes then held by each such Holder. (iii) The Company shall not be obligated to issue any Conversion Shares upon conversion of this Note until the Principal Market has approved the additional listing of such Conversion Shares. The Company shall apply for such approval as soon as practicable after the Issuance Date.

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. (ii) The Maker shall not be obligated to issue any Conversion Shares upon conversion of this Note if the issuance of such shares would exceed the aggregate number of Shares which the Maker may issue upon conversion of the Notes without breaching the Maker’s obligations under the rules or regulations of the Principal Market or any other Eligible Market on which the Conversion Stock is then quoted or listed (the “Exchange Cap”), except that such limitation shall not apply in the event that the Maker (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market (or such Eligible Market, as applicable) for issuances of Shares in excess of such amount or (B) obtains a written opinion from outside counsel to the Maker that such approval is not required, which opinion shall be reasonably satisfactory to the Agent. Unless such approval or written opinion is obtained, no Holder of the Notes shall be issued in the aggregate upon conversion of Notes, Conversion Shares in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the sum of the aggregate Original Principal Amount of the Notes purchased by such Holder of outstanding Notes and the denominator of which is the sum of the aggregate Original Principal Amount of the Notes purchased by all Holders of outstanding Notes (with respect to each Holder, the “Exchange Cap Allocation”). In the event that any Holder shall sell or otherwise transfer any of such Holder’s Notes, the transferee shall be allocated a pro rata portion of such Holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any Holder of Notes shall convert all of such Holder’s Notes into a number of Conversion Shares which, in the aggregate, is less than such Holder’s Exchange Cap Allocation, then the difference between such Holder’s Exchange Cap Allocation and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Exchange Cap Allocations of the remaining Holders of Notes on a pro rata basis in proportion to the aggregate Outstanding Principal amount of the Notes then held by each such Holder.