Common use of Limitations on Short Sales Clause in Contracts

Limitations on Short Sales. The Buyers agree that they -------------------------- will not enter into any Short Sales (as hereinafter defined) from the period commencing on the Closing Date and ending on the date which all of the Debentures have been converted and all of the Warrants have been exercised and such Conversion Shares and Warrant Shares are covered by the Registration Statement (as defined in the Registration Rights Agreement). For purposes of this Section 4(n), a "SHORT SALE" by a Buyer shall mean a sale of Common Stock by a Buyer that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Buyer. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by a Buyer, Conversion Shares that have not yet been converted pursuant to the Debentures (including Conversion Shares issuable upon exercise of the Investment Options) and Warrant Shares that have not yet been issued upon exercise of the Warrants shall be deemed to be held long by such Buyer, and the amount of shares of Common Stock held in a long position shall be the number of Conversion Shares issuable upon conversion of the Debentures assuming such holder converted all the outstanding principal amount of the Debentures on such date and with respect to Warrant Shares, the number of Warrant Shares issuable upon exercise of the Warrants assuming such holder exercised all of the Warrants on such date.

Limitations on Short Sales. The Buyers agree Each Purchaser agrees that they -------------------------- it will not enter into any Short Sales (as hereinafter defined) from the period commencing on the Closing Date and ending on the date which all of the Debentures have been converted and all of the Warrants have been exercised and that such Conversion Shares and Warrant Shares are covered by the Registration Statement (as defined in the Registration Rights Agreement)Purchaser no longer holds any Preferred Stock. For purposes of this Section 4(n)4.15, a "SHORT SALEShort Sale" by a Buyer any Purchaser shall mean a sale of Common Stock by a Buyer such Purchaser that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such BuyerPurchaser. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by a Buyerthe Purchasers, Conversion all Underlying Shares issued and held by such Purchaser, Underlying Shares underlying up to $50,000 aggregate Stated Value of Preferred Stock that have has not yet been converted pursuant to the Debentures (including Conversion Shares issuable upon exercise of the Investment Options) and Warrant Underlying Shares that have not yet been issued upon exercise of the Warrants Warrant shall be deemed to be held long by such Buyerthe Purchasers, and the amount of shares of Common Stock held in a long position shall be the number of Conversion Underlying Shares issuable upon conversion pursuant to up to $50,000 aggregate Stated Value of the Debentures Preferred Stock assuming such holder converted all the outstanding principal amount of the Debentures such Stated Value on such date notwithstanding any limitations therein, and with respect to Warrant Shares, (ii) the number of Warrant Underlying Shares issuable upon exercise of pursuant to the Warrants assuming such holder exercised all of the Warrants on such dateWarrant notwithstanding any limitations therein.

Limitations on Short Sales. The Buyers agree Each Purchaser agrees that they -------------------------- it will not enter into any Short Sales (as hereinafter defined) from the period commencing on the Closing Date and ending on the date which all of is 300 days after the Debentures have been converted and all of the Warrants have been exercised and such Conversion Shares and Warrant Shares are covered by the Registration Statement (as defined in the Registration Rights Agreement)date hereof. For purposes of this Section 4(n)3.10, a "SHORT SALE" by a Buyer Purchaser shall mean a sale of Common Stock by a Buyer such Purchaser that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Buyerthe Purchaser. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by a BuyerPurchaser, Conversion Shares that have not yet been converted pursuant to the Debentures (including Conversion Shares issuable upon exercise of the Investment Options) and Warrant Shares that have not yet been issued upon exercise of the Warrants Debenture shall be deemed to be held long by such Buyerthe Purchaser, Warrant Shares that have not yet been exercised pursuant to the Warrant shall be deemed to be held long by the Purchaser, and the amount of shares of Common Stock held in a long position shall be the number of Conversion Shares and Warrant Shares then held by a Purchaser on any particular date of computation shall be equal to (i) with respect to Conversion Shares, such number of Conversion Shares issuable upon conversion of pursuant to the Debentures Debenture assuming such holder converted all the outstanding principal amount of the Debentures Debenture on such date and (ii) with respect to Warrant Shares, the number of Warrant Shares issuable upon exercise of pursuant to the Warrants assuming Warrant on the next Vesting Date calculated as if such holder exercised all of the Warrants on computation date were such date.Vesting Date (e.

Limitations on Short Sales. The Buyers agree Purchaser agrees that they -------------------------- it will not enter into any Short Sales (as hereinafter defined) from during the period commencing on the Closing Date and ending on the date which all of the Debentures have been converted and all of the Warrants have been exercised and such Conversion Shares and Warrant Shares are covered by the Registration Statement (as defined in the Registration Rights Agreement)Commitment Period. For purposes of this Section 4(n)3.17, a "SHORT SALEShort Sale" by a Buyer the Purchaser shall mean a sale of Common Stock by a Buyer the Purchaser that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Buyerthe Purchaser. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by the Purchaser, Draw Down Shares that will be issued pursuant to a Buyer, Conversion Shares Draw Down Notice but that have not yet been converted pursuant delivered to the Debentures (including Conversion Shares issuable upon exercise of the Investment Options) Purchaser and Warrant Shares that have not yet been issued upon exercise of the Warrants shall be deemed to be held long by such Buyerthe Purchaser, and the amount of shares of Common Stock held in a long position shall be the number of Conversion Draw Down Shares issuable upon conversion pursuant to a Draw Down Notice assuming all Draw Down Shares are purchased at the Threshold Price (or, if there is no Threshold Price, the lowest VWAP after the date of the Debentures assuming such holder converted all the outstanding principal amount of the Debentures on such date Draw Down Notice) and with respect to Warrant Shares, the number of Warrant Shares issuable upon exercise of the Warrants assuming such the holder exercised all of the Warrants on such date.. Article 4

Limitations on Short Sales. The Buyers agree Purchaser agrees that they it will -------------------------- will not enter into any Short Sales (as hereinafter defined) from the period commencing on the Closing Date and ending on the date which all of the Debentures have Note has been converted and all of the Warrants have Warrant has been exercised and such Conversion Shares and Warrant Shares are covered by the Registration Statement (as defined in the Registration Rights Agreement). For purposes of this Section 4(n2.2(j), a "SHORT SALEShort Sale" by a Buyer Purchaser shall mean a sale of Common Stock by a Buyer the Purchaser ---------- that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Buyerthe Purchaser. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by a Buyerthe Purchaser, Conversion Shares that have not yet been converted pursuant to the Debentures (including Conversion Shares issuable upon exercise of the Investment Options) Note and Warrant Shares that have not yet been issued upon exercise of the Warrants Warrant shall be deemed to be held long by such Buyerthe Purchaser, and the amount of shares of Common Stock held in a long position shall be the number of Conversion Shares issuable upon conversion of pursuant to the Debentures Note assuming such holder converted all the outstanding principal amount of the Debentures Note on such date and (ii) with respect to Warrant Shares, the number of Warrant Shares issuable upon exercise of pursuant to the Warrants assuming such holder exercised all of the Warrants on such dateWarrant.

Limitations on Short Sales. The Buyers agree Each Purchaser agrees that they -------------------------- it will not -------------------------- enter into any Short Sales (as hereinafter defined) from the period commencing on the Closing Date and ending on the date which all is which is earlier to occur of one year after the Debentures have been converted and all of the Warrants have been exercised and date hereof or such Conversion Shares and Warrant Shares are covered by the Registration Statement (as defined in the Registration Rights Agreement)date which such Purchaser no longer beneficially owns any Debentures. For purposes of this Section 4(n)3.15, a "SHORT SALEShort ----- Sale" by a Buyer Purchaser shall mean a sale of Common Stock by a Buyer such Purchaser that is ---- marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Buyerthe Purchaser. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by a BuyerPurchaser, Conversion Underlying Shares that have not yet been converted pursuant to the Debentures (including Conversion Shares issuable upon exercise of the Investment Options) and Warrant Shares that have not yet been issued upon exercise of the Warrants Debenture shall be deemed to be held long by such Buyerthe Purchaser, Warrant Shares that have not yet been exercised pursuant to the Warrant shall be deemed to be held long by the Purchaser, and the amount number of shares Underlying Shares and Warrant Shares then held by a Purchaser on any particular date of Common Stock held in a long position computation shall be the equal to (i) with respect to Underlying Shares, such number of Conversion Underlying Shares issuable upon conversion of pursuant to the Debentures Debenture assuming such holder converted all the outstanding principal amount of the Debentures Debenture on such date and (ii) with respect to Warrant Shares, the number of Warrant Shares issuable upon exercise of pursuant to the Warrants Warrant assuming such holder exercised all of the Warrants outstanding Warrant Shares on such date.

Limitations on Short Sales. The Buyers agree Each Purchaser represents that they -------------------------- will it has not enter entered into any Short Sales (as hereinafter defined) following their introduction by H.C. Wainwright Co. Inc. to the Company from the date of such intxxxxxxxxx xxxxxgh the Initial Closing Date in connection with the sale of Common Stock contemplated herein. Furthermore, each Purchaser agrees that it will not enter into any Short Sales for the period commencing on the Initial Closing Date and ending on the date which all of the Debentures Preferred Shares have been converted and all of the Warrants have been exercised and such Conversion Shares and Warrant Shares are covered by the Registration Statement (as defined in the Registration Rights Agreement). For purposes of this Section 4(n2.2(m), a "SHORT SALEShort Sale" by a Buyer Purchaser shall mean a sale of Common Stock by a Buyer Purchaser that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such BuyerPurchaser. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by a BuyerPurchaser, Conversion Shares that have not yet been converted pursuant to the Debentures (including Conversion Shares issuable upon exercise conversion of the Investment Options) Preferred Shares and Warrant Shares that have not yet been issued upon exercise of the Warrants shall be deemed to be held long by such BuyerPurchaser, and the amount of shares of Common Stock held in a long position shall be the number of Conversion Shares issuable upon conversion of the Debentures Preferred Shares assuming such holder converted all the outstanding principal amount of the Debentures Preferred Shares on such date and with respect to Warrant Shares, the number of Warrant Shares issuable upon exercise of the Warrants assuming such holder exercised all of the Warrants on such date.

Limitations on Short Sales. The Buyers agree Purchaser agrees that they -------------------------- it will not enter into any Short Sales (as hereinafter defined) from the period commencing on the Closing Date and ending on the date which all of the Debentures have Note has been converted and all of the Warrants have Warrant has been exercised and such Conversion Shares and Warrant Shares are covered by the Registration Statement (as defined in the Registration Rights Agreement). For purposes of this Section 4(n2.2(j), a "SHORT SALEShort Sale" by a Buyer Purchaser shall mean a sale of Common Stock by a Buyer the Purchaser that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Buyerthe Purchaser. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by a Buyerthe Purchaser, Conversion Shares that have not yet been converted pursuant to the Debentures (including Conversion Shares issuable upon exercise of the Investment Options) Note and Warrant Shares that have not yet been issued upon exercise of the Warrants Warrant shall be deemed to be held long by such Buyerthe Purchaser, and the amount of shares of Common Stock held in a long position shall be the number of Conversion Shares issuable upon conversion of pursuant to the Debentures Note assuming such holder converted all the outstanding principal amount of the Debentures Note on such date and (ii) with respect to Warrant Shares, the number of Warrant Shares issuable upon exercise of pursuant to the Warrants assuming such holder exercised all of the Warrants on such dateWarrant.