Common use of Maximum Conversion Clause in Contracts

Maximum Conversion. The Purchaser shall not be entitled to convert on a Conversion Date that amount of the Preferred Stock in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser on a Conversion Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Preferred Stock with respect to which the determination of this proviso is being made on a Conversion Date, which would result in beneficial ownership by the Purchaser of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. Subject to the foregoing, a Purchaser shall not be limited to aggregate conversions of only 4.99%. A Purchaser may void the conversion limitation described in this Section 8.2 upon 75 days prior notice to the Company. Upon an Event of Default under the Preferred Stock, the conversion limitation in this Section 8.2 shall automatically become null and void. Notwithstanding the foregoing, if the Company has elected to make a payment of a Monthly Amount (as defined in the Certificate of Vote of Directors) in shares of Common Stock and such issuance would cause Purchaser's beneficial ownership to exceed 4.99%, then Purchaser shall be required to sell that number of shares of Common Stock that it beneficially owns in order to permit the Company to make a payment of a Monthly Amount in shares of Common Stock. Beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder.

Maximum Conversion. The Purchaser shall not be entitled to convert on a Conversion Date Date, that amount of the Preferred Stock a Note in connection with that number of shares of Common Stock which would be (a) in excess of the sum of of: (i) the number of shares of Common Stock beneficially owned by the Purchaser on a Conversion Date, ; and (ii) the number of shares of Common Stock issuable upon the conversion of the Preferred Stock Note with respect to which the determination of this proviso is being made on a Conversion Date, which would result in beneficial ownership by the Purchaser of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. Subject Date and (b) (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding delivery of a Notice of Conversion to the foregoingBorrower. For the purposes of the immediately preceding sentence, a Purchaser shall not be limited to aggregate conversions of only 4.99%. A Purchaser may void the conversion limitation described in this Section 8.2 upon 75 days prior notice to the Company. Upon an Event of Default under the Preferred Stock, the conversion limitation in this Section 8.2 shall automatically become null and void. Notwithstanding the foregoing, if the Company has elected to make a payment of a Monthly Amount (as defined in the Certificate of Vote of Directors) in shares of Common Stock and such issuance would cause Purchaser's beneficial ownership to exceed 4.99%, then Purchaser shall be required to sell that number of shares of Common Stock that it beneficially owns in order to permit the Company to make a payment of a Monthly Amount in shares of Common Stock. Beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder.. Upon an Event of Default under the Note or seventy days prior written notice, the conversion limitation in this Sections 9.2(a) and 9.2(b) shall become null and void. If the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Note, in the aggregate, in excess of (1) 19.999% of the number of shares of Common

Maximum Conversion. The Purchaser shall not be entitled to convert on a Conversion Date Date, that amount of the Preferred Stock a Note in connection with that number of shares of Common Stock which would be (a) in excess of the sum of of: (i) the number of shares of Common Stock beneficially owned by the Purchaser on a Conversion Date, ; and (ii) the number of shares of Common Stock issuable upon the conversion of the Preferred Stock Note with respect to which the determination of this proviso is being made on a Conversion Date, which would result in beneficial ownership by the Purchaser of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. Subject Date and (b) (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding delivery of a Notice of Conversion to the foregoingBorrower. For the purposes of the immediately preceding sentence, a Purchaser shall not be limited to aggregate conversions of only 4.99%. A Purchaser may void the conversion limitation described in this Section 8.2 upon 75 days prior notice to the Company. Upon an Event of Default under the Preferred Stock, the conversion limitation in this Section 8.2 shall automatically become null and void. Notwithstanding the foregoing, if the Company has elected to make a payment of a Monthly Amount (as defined in the Certificate of Vote of Directors) in shares of Common Stock and such issuance would cause Purchaser's beneficial ownership to exceed 4.99%, then Purchaser shall be required to sell that number of shares of Common Stock that it beneficially owns in order to permit the Company to make a payment of a Monthly Amount in shares of Common Stock. Beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. Upon an Event of Default under a Note, the conversion limitation in this Section 9.2 shall become null and void.

Maximum Conversion. The Purchaser shall not be entitled to convert on a Conversion Date that amount of the Preferred Stock in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser on a Conversion Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Preferred Stock with respect to which the determination of this proviso is being made on a Conversion Date, which would result in beneficial ownership by the Purchaser of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. Subject to the foregoing, a Purchaser shall not be limited to aggregate conversions of only 4.99%. A Purchaser may void the conversion limitation described in this Section 8.2 upon 75 days prior notice to the Company. Upon an Event of Default under the Preferred Stock, the conversion limitation in this Section 8.2 shall automatically become null and void. Notwithstanding the foregoing, if the Company has elected to make a payment of a Monthly Amount (as defined in the Certificate of Vote of Directors) in shares of Common Stock and such issuance would cause Purchaser's ’s beneficial ownership to exceed 4.99%, then Purchaser shall be required to sell that number of shares of Common Stock that it beneficially owns in order to permit the Company to make a payment of a Monthly Amount in shares of Common Stock. Beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder.

Maximum Conversion. The Purchaser shall not be entitled to convert on a Conversion Date Date, that amount of the Preferred Stock in connection with a Note that would be convertible into that number of shares of Common Stock which would be (a) in excess of the sum of of: (i) the number of shares of Common Stock beneficially owned by the Purchaser on a Conversion Date, ; and (ii) the number of shares of Common Stock issuable upon the conversion of the Preferred Stock Note with respect to which the determination of this proviso is being made on a Conversion Date, which would result in beneficial ownership by the Purchaser of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. Subject to Date or (b) (ii) exceed twenty five percent (25%) of the foregoing, aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding delivery of a Purchaser shall not be limited to aggregate conversions Notice of only 4.99%. A Purchaser may void the conversion limitation described in this Section 8.2 upon 75 days prior notice Conversion to the Company. Upon an Event For the purposes of Default under the Preferred Stockimmediately preceding sentence, the conversion limitation in this Section 8.2 shall automatically become null and void. Notwithstanding the foregoing, if the Company has elected to make a payment of a Monthly Amount (as defined in the Certificate of Vote of Directors) in shares of Common Stock and such issuance would cause Purchaser's beneficial ownership to exceed 4.99%, then Purchaser shall be required to sell that number of shares of Common Stock that it beneficially owns in order to permit the Company to make a payment of a Monthly Amount in shares of Common Stock. Beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Purchaser may waive the conversion limitation described in this Section 10.2 upon (a) seventy-five (75) days prior written notice to the Company or (b) without any notice requirement upon an Event of Default (as defined in the Note); and upon such waiver, this conversion limitation shall become null and void.

Maximum Conversion. The Notwithstanding anything contained herein to the contrary, the Purchaser shall not be entitled to convert on a Conversion Date that amount pursuant to the terms of the Preferred Stock in connection with Note an amount that would (a) be convertible into that number of shares of Common Stock which would be in excess of the sum of (i) which, when added to the number of shares of Common Stock otherwise beneficially owned by the such Purchaser on a Conversion Date, and (ii) the number of shares of Common Stock including those issuable upon the conversion exercise of the Preferred Stock with respect to which the determination of this proviso is being made on a Conversion Date, which warrants held by such Purchaser would result in beneficial ownership by the Purchaser of more than exceed 4.99% of the outstanding shares of Common Stock of the Company on such at the time of conversion or (b) (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding delivery of a Notice of Conversion Date. Subject to the foregoing, a Purchaser shall not be limited to aggregate conversions of only 4.99%. A Purchaser may void the conversion limitation described in this Section 8.2 upon 75 days prior notice to the Company. Upon an Event For the purposes of Default under the Preferred Stockimmediately preceding sentence, the conversion limitation in this Section 8.2 shall automatically become null and void. Notwithstanding the foregoing, if the Company has elected to make a payment of a Monthly Amount (as defined in the Certificate of Vote of Directors) in shares of Common Stock and such issuance would cause Purchaser's beneficial ownership to exceed 4.99%, then Purchaser shall be required to sell that number of shares of Common Stock that it beneficially owns in order to permit the Company to make a payment of a Monthly Amount in shares of Common Stock. Beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder.. The conversion limitation described in this Section 10.2 shall automatically become null and void without any notice to Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Company, except that at no time shall the beneficial ownership exceed 19.99% of the borrower's common stock. Notwithstanding anything contained herein to the contrary, the number of

Maximum Conversion. The Purchaser shall not be entitled to convert on a Conversion Date Date, that amount of the Preferred Stock a Note in connection with that number of shares of Common Stock which would be (a) in excess of the sum of of: (i) the number of shares of Common Stock beneficially owned by the Purchaser on a Conversion Date, ; and (ii) the number of shares of Common Stock issuable upon the conversion of the Preferred Stock Note with respect to which the determination of this proviso is being made on a Conversion Date, which would result in beneficial ownership by the Purchaser of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. Subject Date and (b) (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding delivery of a Notice of Conversion to the foregoingBorrower. For the purposes of the immediately preceding sentence, a Purchaser shall not be limited to aggregate conversions of only 4.99%. A Purchaser may void the conversion limitation described in this Section 8.2 upon 75 days prior notice to the Company. Upon an Event of Default under the Preferred Stock, the conversion limitation in this Section 8.2 shall automatically become null and void. Notwithstanding the foregoing, if the Company has elected to make a payment of a Monthly Amount (as defined in the Certificate of Vote of Directors) in shares of Common Stock and such issuance would cause Purchaser's beneficial ownership to exceed 4.99%, then Purchaser shall be required to sell that number of shares of Common Stock that it beneficially owns in order to permit the Company to make a payment of a Monthly Amount in shares of Common Stock. Beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. Upon the occurrence and continuation of an Event of Default under a Note, the conversion limitation in this Section 9.2 shall become null and void.

Maximum Conversion. The Purchaser shall not be entitled to convert on a Conversion Date Date, that amount of the Preferred Stock a Note in connection with that number of shares of Common Stock which would be (a) in excess of the sum of of: (i) the number of shares of Common Stock beneficially owned by the Purchaser on a Conversion Date, ; and (ii) the number of shares of Common Stock issuable upon the conversion of the Preferred Stock Note with respect to which the determination of this proviso is being made on a Conversion Date, which would result in beneficial ownership by the Purchaser of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. Subject Date and (b) (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding delivery of a Notice of Conversion to the foregoingBorrower. For the purposes of the immediately preceding sentence, a Purchaser shall not be limited to aggregate conversions of only 4.99%. A Purchaser may void the conversion limitation described in this Section 8.2 upon 75 days prior notice to the Company. Upon an Event of Default under the Preferred Stock, the conversion limitation in this Section 8.2 shall automatically become null and void. Notwithstanding the foregoing, if the Company has elected to make a payment of a Monthly Amount (as defined in the Certificate of Vote of Directors) in shares of Common Stock and such issuance would cause Purchaser's beneficial ownership to exceed 4.99%, then Purchaser shall be required to sell that number of shares of Common Stock that it beneficially owns in order to permit the Company to make a payment of a Monthly Amount in shares of Common Stock. Beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. Upon an Event of Default under the Note, the conversion limitation in this Section 9.2 shall become null and void.