Common use of NASDAQ Limitation Clause in Contracts

NASDAQ Limitation. If on any date (the "Determination Date") (a) the Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap Market, (b) the Exercise Price then in effect is such that the aggregate number of shares of Common Stock (x) that would then be issuable upon exercise in full of this Warrant, would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the later of (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate shares of Common Stock underlying this Warrant then held by the Registered Owners for which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "Excess Share Amount") the Company may elect to prepay cash to the Registered Owners in an amount equal to the Per Share Market Value. Any such election by the Company must be made in writing to the Registered Owners within two Trading Days after the Determination Date and the payment of such Per Share Market Value must be made in full to the Registered Owners with ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to pay under this Section or shall, if it shall have delivered such a notice, fail to pay the payment amount hereunder within ten (10) Business Days thereafter, then the Registered Owners of a majority of shares underlying the Warrants then outstanding shall have the option by written notice to the Company, to declare any such notice given by the Company, if given, to be null and void and require the Company to pay cash to each Registered Owner in an amount equal to the Per Share Market Value for such Registered Owner's portion of the Excess Share Amount. The payment of the Per Share Market Value to each Registered Owner pursuant to this Section shall be determined on a pro rata basis upon the number of shares underlying this Warrant held by such Registered Owner on the Determination Date. If the Company fails to pay the Per Share Market Value in full pursuant to this Section within five Business Days after the date payable, the Company will pay interest thereon at a rate of 15% per annum to the exercising Registered Owner, accruing interest daily from the date of exercise until such amount, plus all such interest thereon, if any, is paid in full.

NASDAQ Limitation. If on any date Notwithstanding anything contained herein to the contrary, the holder of this Warrant shall not have the right to exercise this Warrant if, after giving effect thereto, the Company would be in violation of The Nasdaq Stock Market, Inc.‘s Marketplace Rule 4350 (the "Determination Date") (a) “Stockholder Approval Rule”). In such event, the holder of this Warrant shall have the right to exercise this Warrant for the maximum number of shares of Common Stock that the Company is listed permitted to issue without violating the Stockholder Approval Rule. If the exercisability of this Warrant is restricted as provided above, the Company shall give such holder prompt written notice thereof. In addition, the Company shall promptly call a special meeting of stockholders to seek approval of the stockholders for trading on Nasdaq the full exercise of this Warrant under the Stockholder Approval Rule and shall use its best efforts to obtain such stockholder approval. In the event that the Company does not obtain such stockholder approval within 60 days after the exercisability of the Warrant first becomes restricted as provided in this Section 10, the holder of this Warrant shall thereafter have the option, exercisable from time to time thereafter, upon delivery of the Warrant to the Company, to require the Company to repurchase the Warrant at a cash purchase price determined as follows. If the Market Value of one share of Common Stock or other securities into which this Warrant is then exercisable is greater than the Nasdaq SmallCap Market, (b) the Exercise Warrant Price then in effect is effect, the purchase price shall equal (x) such that Market Value less the aggregate Warrant Price, multiplied by (y) the number of shares of Common Stock (xor other securities into which this Warrant is exercisable) that would into which the Warrant is then be issuable upon exercise in full exercisable (but for the provisions of this Warrant, would equal or exceed 20% Section 10). If the Market Value of the number of shares of the Common Stock outstanding immediately prior to the later of (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares one share of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that or other securities into which this Warrant is then exercisable is less than the greater of book value or fair market Warrant Price then in effect, the purchase price shall equal the value of the Common Stock, then with respect to the aggregate shares of Common Stock underlying this Warrant then held as mutually agreed upon by the Registered Owners for which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "Excess Share Amount") holder and the Company may elect determined by using the Black-Scholes option pricing model. The Company shall use its best efforts to prepay cash to the Registered Owners in an amount equal to the Per Share Market Value. Any such election by enable the Company must be made in writing to the Registered Owners within two Trading Days after the Determination Date and the payment of such Per Share Market Value must be made in full to the Registered Owners with ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of fulfill its election to pay repurchase obligation under this Section or shall, if it shall have delivered such a notice, fail to pay the payment amount hereunder within ten (10) Business Days thereafter, then the Registered Owners of a majority of shares underlying the Warrants then outstanding shall have the option by written notice to the Company, to declare any such notice given by the Company, if given, to be null and void and require the Company to pay cash to each Registered Owner in an amount equal to the Per Share Market Value for such Registered Owner's portion of the Excess Share Amount. The payment of the Per Share Market Value to each Registered Owner pursuant to this Section shall be determined on a pro rata basis upon the number of shares underlying this Warrant held by such Registered Owner on the Determination Date. If the Company fails to pay the Per Share Market Value in full pursuant to this Section within five Business Days after the date payable, the Company will pay interest thereon at a rate of 15% per annum to the exercising Registered Owner, accruing interest daily from the date of exercise until such amount, plus all such interest thereon, if any, is paid in full.

NASDAQ Limitation. If on any date the Company has not obtained the Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock upon exercise of the Warrants (such number of shares of Common Stock, the "Determination DateIssuable Maximum") (a) the Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap Market, (b) the Exercise Price then in effect is such that the aggregate number of shares of Common Stock to be issued pursuant to the Agreement together with shares to be issued in any other transaction which may be deemed by NASDAQ to be a single "transaction" under Marketplace Rule 4350(i) would be in excess of 19.9% of the issued and outstanding shares of Common Stock immediately prior to the Closing. If on any date of exercise: (xA) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of this WarrantWarrant would exceed the Issuable Maximum, would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the later of (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq the NASDAQ (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby pursuant to the terms hereof, then the Company shall issue to the Holder up to the number of shares of Common Stock are deemed to have been issued at a price that is less than available within the greater of book value or fair market value of the Common StockIssuable Maximum and, then with respect to the aggregate remainder of the shares of Common Stock underlying this then issuable under the Warrant then held by the Registered Owners for which an exercise in accordance with the Exercise Price applicable exercise price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "Excess Share AmountWarrant Shares") ), the Holder shall have the option to require the Company may elect to prepay cash use its best efforts to obtain the Registered Owners in an amount equal Shareholder Approval applicable to such issuance as soon as is possible. The Company and the Per Share Market Value. Any such election Holder understand and agree that shares of Common Stock issued to and then held by the Company must Holder as a result of exercise of this Warrant shall not be made in writing entitled to the Registered Owners within two Trading Days after the Determination Date and the payment of such Per Share Market Value must be made in full cast votes on any resolution to the Registered Owners with ten (10) Business Days after the date such notice is deliveredobtain Shareholder Approval pursuant hereto. If the Company does not deliver timely a notice of its election to pay under this Section or shallshall succeed in obtaining the Shareholder Approval, if it the Excess Warrant Shares shall have delivered such a notice, fail to pay the payment amount hereunder within ten (10) Business Days thereafter, then the Registered Owners of a majority of shares underlying the Warrants then outstanding shall have the option by written notice to the Company, to declare any such notice given become fully exercisable by the Company, if given, to be null and void and require the Company to pay cash to each Registered Owner in an amount equal to the Per Share Market Value for such Registered Owner's portion of the Excess Share Amount. The payment of the Per Share Market Value to each Registered Owner pursuant to this Section shall be determined on a pro rata basis upon the number of shares underlying this Warrant held by such Registered Owner on the Determination Date. If the Company fails to pay the Per Share Market Value in full pursuant to this Section within five Business Days after the date payable, the Company will pay interest thereon at a rate of 15% per annum to the exercising Registered Owner, accruing interest daily from the date of exercise until such amount, plus all such interest thereon, if any, is paid in fullHolder.

NASDAQ Limitation. If an amount equal to the product of the Average Price on any date (the "Determination Date") (a) Date multiplied by the Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap Market, (b) the Exercise Price then in effect is such that the aggregate number of shares of Common Stock (x) that would then be issuable issued upon the exercise in full of this Warrant, would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the later of (A) the Tranche A Closing Date (as defined Warrants resulting in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the Company shall not have previously obtained the vote of the shareholders of the Company Excess Amount (the "Shareholder ApprovalPrepayment ---------- Amount"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate shares of Common Stock underlying this Warrant then held by the Registered Owners for which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "Excess Share Amount") the Company may elect to prepay cash to the Registered Owners in an amount equal to the Per Share Market Value. Any such election by the Company must be made in writing to the Registered Owners ------ Holders within two five (5) Trading Days after the first such Determination Date and the payment of such Per Share Market Value Prepayment Amount applicable to such prepayment must be made in full to the Registered Owners Holders with ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to pay prepay under this Section or shall, if it shall have delivered such a notice, fail to pay the payment amount Prepayment Amount hereunder within ten (10) Business Days thereafter, then the Registered Owners of a majority of shares underlying the Warrants then outstanding each Holder shall have the option by written notice to the Company, to to, if applicable, declare any such notice given by the Company, if given, to be null and void and require the Company to either: (i) use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the 60th day after such request unless the Company has previously used its best efforts to, but has failed to, obtain such approval (provided, that if the Company shall fail to obtain the Shareholder Approval during such 60-day period, the Holder may demand the cash payment set forth in Section 8(ii) herein) or (ii) pay cash to each Registered Owner such Holder, within five (5) Business Days of such Holder's notice, in an amount equal to the Per Share Market Value Prepayment Amount for such Registered OwnerXxxxxx's portion of the Excess Share Amount. The payment of the Per Share Market Value Prepayment Amount to each Registered Owner Holder pursuant to this Section shall be determined on a pro rata basis upon the number of shares underlying this Warrant of Common Stock issuable upon the exercise of the Warrants held by such Registered Owner Holder on the Determination DateDate which is in excess of the pro rata allocation of the Issuable Maximum. If the Company fails to pay the Per Share Market Value Prepayment Amount in full pursuant to this Section within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of 1520% per annum to the exercising Registered Ownerconverting Holder, accruing interest daily from the date of exercise conversion until such amount, plus all such interest thereon, if any, is paid in full. Until the Company has received the Shareholder Approval no Holder shall be issued, upon exercise of a Warrant , shares of Common Stock in an amount greater than such Holder's allocated portion of the Issuable Maximum pursuant to Section 8.

NASDAQ Limitation. The Company covenants that if any shares of Common Stock required to be reserved for purposes of conversion of Debentures hereunder require registration with or approval of any governmental authority under any Federal or state law, or any national securities exchange, before such shares may be issued upon conversion, the Company will use its best efforts to cause such shares to be duly registered or approved, as the case may be. If on any date (the "Determination Date") (a) the Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap National Market, (b) the Exercise Price then in effect is such that the sum of (x) the aggregate number of shares of Common Stock (x) that would then be issuable upon conversion in full of the then outstanding principal amount of the Debentures and exercise in full of this Warrantthe Warrants as if all such Debentures were converted and such warrants were exercised on such Determination Date (without regard to any limitations on conversions) and as payment of interest thereon, and (y) the aggregate number of shares of Common Stock issued to the Purchasers upon any prior conversion of the Debentures or exercise of the Warrants, would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to on the later of (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate shares number of Common Stock underlying this Warrant then held by Shares the Registered Owners for issuance of which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of the Warrant Holder's (a "Holder") pro rata allocation (as described below) of the Issuable Maximum (the "Excess Share AmountWarrant Shares") ), the Company may elect to prepay cash to the Registered Owners Holders in an amount equal to the product of (A) the difference between the Per Share Market ValueValue and the Exercise Price, multiplied by (B) the pro rata allocation of such Holder's Excess Warrant Shares (the "Non-Exercise Payment Amount"). Any such election by the Company must be made in writing to the Registered Owners Holders within two five (5) Trading Days after the Determination Date and the payment of such Per Share Market Value Non-Exercise Prepayment Amount must be made in full to the Registered Owners with Holders within ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to pay prepay under this Section or shall, if it shall have delivered such a notice, fail to pay the payment amount Non-Exercise Payment Amount hereunder within ten (10) Business Days thereafter, then the Registered Owners holders of a majority at least 60% of shares underlying the Underlying Shares exercisable upon exercise of the Warrants then outstanding shall have the option by written notice to the Company, to declare any such notice given by the Company, if given, to be null and void and require the Company to either: (i) use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the 60th day after such request unless the Company has previously used its best efforts to, but has failed to, obtain such approval (provided, that if the Company shall fail to obtain the Shareholder Approval during such 60-day period, the Holder may demand the cash payment set forth in Section 10(ii) herein) or (ii) pay cash to each Registered Owner such Holder, within five (5) Business Days of such Holder's notice, in an amount equal to the Per Share Market Value Non-Exercise Prepayment Amount for such Registered OwnerHolder's portion of the Excess Share AmountWarrant Shares. The payment of the Per Share Market Value Non- Exercise Prepayment Amount to each Registered Owner Holder pursuant to this Section shall be determined on a pro rata basis upon the number of shares underlying this Warrant Underlying Shares issuable upon exercise of the Warrants held by such Registered Owner Holder on the Determination DateDate which is in excess of the pro rata allocation of the Issuable Maximum. If the Company fails to pay the Per Share Market Value Non-Exercise Prepayment Amount in full pursuant to this Section within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of 1520% per annum to the exercising Registered Ownerconverting Holder, accruing interest daily from the date of exercise until such amount, plus all such interest thereon, if any, is paid in full. Until the Company has received the Shareholder Approval no Holder of the Warrants shall be issued, upon exercise of Warrants, shares of Common Stock in an amount greater than such Holder's allocated portion of the Issuable Maximum pursuant to this Section 10.

NASDAQ Limitation. If on any date (the "Determination Date") (a) the Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap MarketNasdaq, (b) the Exercise Price then in effect is such that the aggregate number of shares of Common Stock (x) that would then be issuable upon exercise in full of this Warrantthe then outstanding Warrants as if all such Warrants were exercised on such Determination Date (without regard to any limitations on exercises) and as payment of interest thereon, as would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the later of "Closing Date" (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate shares number of Common Stock underlying this Warrant Warrants then held by the Registered Owners Holders for which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of such Holder's pro rata allocation (as described below) of the Issuable Maximum (the "Excess Share Amount") ), the Company may elect to prepay pay cash to the Registered Owners Holders in an amount equal to the Per Share Market Valueproduct of the Average Price on the Determination Date multiplied by the number of shares of Common Stock that would be issued upon the exercise of the Warrants resulting in the Excess Amount (the "Prepayment Amount"). Any such election by the Company must be made in writing to the Registered Owners Holders within two five (5) Trading Days after the first such Determination Date and the payment of such Per Share Market Value Prepayment Amount applicable to such prepayment must be made in full to the Registered Owners Holders with ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to pay prepay under this Section or shall, if it shall have delivered such a notice, fail to pay the payment amount Prepayment Amount hereunder within ten (10) Business Days thereafter, then the Registered Owners of a majority of shares underlying the Warrants then outstanding each Holder shall have the option by written notice to the Company, to to, if applicable, declare any such notice given by the Company, if given, to be null and void and require the Company to either: (i) use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the 60th day after such request unless the Company has previously used its best efforts to, but has failed to, obtain such approval (provided, that if the Company shall fail to obtain the Shareholder Approval during such 60-day period, the Holder may demand the cash payment set forth in Section 8(ii) herein) or (ii) pay cash to each Registered Owner such Holder, within five (5) Business Days of such Holder's notice, in an amount equal to the Per Share Market Value Prepayment Amount for such Registered OwnerXxxxxx's portion of the Excess Share Amount. The payment of the Per Share Market Value Prepayment Amount to each Registered Owner Holder pursuant to this Section shall be determined on a pro rata basis upon the number of shares underlying this Warrant of Common Stock issuable upon the exercise of the Warrants held by such Registered Owner Holder on the Determination DateDate which is in excess of the pro rata allocation of the Issuable Maximum. If the Company fails to pay the Per Share Market Value Prepayment Amount in full pursuant to this Section within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of 1520% per annum to the exercising Registered Ownerconverting Holder, accruing interest daily from the date of exercise conversion until such amount, plus all such interest thereon, if any, is paid in full. Until the Company has received the Shareholder Approval no Holder shall be issued, upon exercise of a Warrant , shares of Common Stock in an amount greater than such Holder's allocated portion of the Issuable Maximum pursuant to Section 8.

NASDAQ Limitation. If on any date (the "Determination Date") (a) ----------------- ------------------ the Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap Market, (b) the Exercise Price then in effect is such that the aggregate number of shares of Common Stock (x) that would then be issuable upon exercise in full of this Warrant, the then outstanding Warrants as if all such Warrants were exercised on such Determination Date (without regard to any limitations on exercise) would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the later of (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the ---------------- Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate shares of Common Stock underlying this Warrant Warrants then held by the Registered Owners Holders for which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of such Holder's pro rata allocation (as described below) or the Issuable Maximum (the "Excess Share AmountShares") ------------- the Company may elect to prepay cash to the Registered Owners Holders in an amount equal to the Per Share Market Valueproduct of (a) the Exercise Price and (b) the number of outstanding Warrants underlying the Excess Shares (the "Prepayment Amount"). Any such election by the ----------------- Company must be made in writing to the Registered Owners Holders within two five (5) Trading Days after the first such Determination Date and the payment of such Per Share Market Value must Prepayment Amount shall be made in full to the Registered Owners Holders with ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to pay prepay under this Section section or shall, if it shall have delivered such a notice, fail to pay the payment amount Prepayment Amount hereunder within ten (10) Business Days thereafter, then the Registered Owners Holders of a majority of shares underlying the Warrants then outstanding shall have the option by written notice to the CompanyCompany to, to if applicable, declare any such notice given by the Company, if given, to be null and void and require the Company to either: (i) use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the 60/th/ day after such request unless the Company has previously used its best efforts to, but has failed to, obtain such approval (provided, that if the Company shall fail to obtain the Shareholder Approval during such 60-day period, the Holder may demand the cash payment set forth in Section 12(ii)) herein or (ii) pay cash to each Registered Owner such Holder, within five (5) Business Days of such Xxxxxx's notice, in an amount equal to the Per Share Market Value Prepayment Amount for such Registered OwnerXxxxxx's portion of the Excess Share AmountShares. The payment of the Per Share Market Value Prepayment Amount to each Registered Owner Holder pursuant to this Section section shall be determined on a pro rata basis upon the number of shares underlying this Warrant Warrants held by such Registered Owner Holder on the Determination DateDate which is in excess of the pro rata allocation of the Issuable Maximum. If the Company fails to pay the Per Share Market Value such Prepayment Amount in full pursuant to this Section 12 within five Business Days after the date payable, the Company will pay interest thereon at a rate of 1520% per annum to the exercising Registered OwnerHolder, accruing interest daily from the date of exercise conversion until such amount, plus all such interest thereon, if any, is paid in full. Until the Company has received the Shareholder Approval no Holder of the Warrants shall be issued, upon exercise of the Warrants, shares of Common Stock in an amount greater than such Holder's allocated portion of the Issuable Maximum. In no event shall the Company be required to issue shares of Common Stock upon exercise of the Warrants if such issuance would violate the rules of Nasdaq.

NASDAQ Limitation. If on any date (the "Determination Date") (a) the ------------------ Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap MarketNasdaq, (b) the Exercise Price then in effect is such that the aggregate number of shares of Common Stock (x) that would then be issuable upon exercise in full of this Warrantthe then outstanding Warrants as if all such Warrants were exercised on such Determination Date (without regard to any limitations on exercises) and as payment of interest thereon, as would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the later of "Closing Date" (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the ------------ ---------------- Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder Approval"), if any, as may be required by the -------------------- applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate shares number of Common Stock underlying this Warrant Warrants then held by the Registered Owners Holders for which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of such Holder's pro rata allocation (as described below) of the Issuable Maximum (the "Excess Share Amount") ), the Company may elect to prepay pay cash to the Registered Owners Holders ------------- in an amount equal to the Per Share Market Valueproduct of the Average Price on the Determination Date multiplied by the number of shares of Common Stock that would be issued upon the exercise of the Warrants resulting in the Excess Amount (the "Prepayment ---------- Amount"). Any such election by the Company must be made in writing to the Registered Owners ------ Holders within two five (5) Trading Days after the first such Determination Date and the payment of such Per Share Market Value Prepayment Amount applicable to such prepayment must be made in full to the Registered Owners Holders with ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to pay prepay under this Section or shall, if it shall have delivered such a notice, fail to pay the payment amount Prepayment Amount hereunder within ten (10) Business Days thereafter, then the Registered Owners of a majority of shares underlying the Warrants then outstanding each Holder shall have the option by written notice to the Company, to to, if applicable, declare any such notice given by the Company, if given, to be null and void and require the Company to either: (i) use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the 60th day after such request unless the Company has previously used its best efforts to, but has failed to, obtain such approval (provided, that if the Company shall fail to obtain the Shareholder Approval during such 60-day period, the Holder may demand the cash payment set forth in Section 8(ii) herein) or (ii) pay cash to each Registered Owner such Holder, within five (5) Business Days of such Holder's notice, in an amount equal to the Per Share Market Value Prepayment Amount for such Registered OwnerXxxxxx's portion of the Excess Share Amount. The payment of the Per Share Market Value Prepayment Amount to each Registered Owner Holder pursuant to this Section shall be determined on a pro rata basis upon the number of shares underlying this Warrant of Common Stock issuable upon the exercise of the Warrants held by such Registered Owner Holder on the Determination DateDate which is in excess of the pro rata allocation of the Issuable Maximum. If the Company fails to pay the Per Share Market Value Prepayment Amount in full pursuant to this Section within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of 1520% per annum to the exercising Registered Ownerconverting Holder, accruing interest daily from the date of exercise conversion until such amount, plus all such interest thereon, if any, is paid in full. Until the Company has received the Shareholder Approval no Holder shall be issued, upon exercise of a Warrant , shares of Common Stock in an amount greater than such Holder's allocated portion of the Issuable Maximum pursuant to Section 8.

NASDAQ Limitation. The Company covenants that if any shares of Common Stock required to be reserved for purposes of conversion of Debentures hereunder require registration with or approval of any governmental authority under any Federal or state law, or any national securities exchange, before such shares may be issued upon conversion, the Company will use its best efforts to cause such shares to be duly registered or approved, as the case may be. If on any date (the "Determination Date") (a) the Common Stock is listed for trading on the Nasdaq Small Cap Market or the Nasdaq SmallCap National Market, (b) the Exercise Price then in effect is such that the sum of (x) the aggregate number of shares of Common Stock (x) that would then be issuable upon conversion in full of the then outstanding principal amount of the Debentures and exercise in full of this Warrantthe Warrants as if all such Debentures were converted and such warrants were exercised on such Determination Date (without regard to any limitations on conversions) and as payment of interest thereon, and (y) the aggregate number of shares of Common Stock issued to the Purchasers upon any prior conversion of the Debentures or exercise of the Warrants, would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to on the later of (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate shares number of Common Stock underlying this Warrant then held by Shares the Registered Owners for issuance of which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of the Warrant Holder's (a "Holder") pro rata allocation (as described below) of the Issuable Maximum (the "Excess Share AmountWarrant Shares") ), the Company may elect to prepay cash to the Registered Owners Holders in an amount equal to the product of (A) the difference between the Per Share Market ValueValue and the Exercise Price, multiplied by (B) the pro rata allocation of such Holder's Excess Warrant Shares (the "Non-Exercise Payment Amount"). Any such election by the Company must be made in writing to the Registered Owners Holders within two five (5) Trading Days after the Determination Date and the payment of such Per Share Market Value Non-Exercise Prepayment Amount must be made in full to the Registered Owners with Holders within ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to pay prepay under this Section or shall, if it shall have delivered such a notice, fail to pay the payment amount Non-Exercise Payment Amount hereunder within ten (10) Business Days thereafter, then the Registered Owners holders of a majority at least 60% of shares underlying the Underlying Shares exercisable upon exercise of the Warrants then outstanding shall have the option by written notice to the Company, to declare any such notice given by the Company, if given, to be null and void and require the Company to either: (i) use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the 60th day after such request unless the Company has previously used its best efforts to, but has failed to, obtain such approval (provided, that if the Company shall fail to obtain the Shareholder Approval during such 60-day period, the Holder may demand the cash payment set forth in Section 10(ii) herein) or (ii) pay cash to each Registered Owner such Holder, within five (5) Business Days of such Holder's notice, in an amount equal to the Per Share Market Value Non-Exercise Prepayment Amount for such Registered OwnerHolder's portion of the Excess Share AmountWarrant Shares. The payment of the Per Share Market Value Non- Exercise Prepayment Amount to each Registered Owner Holder pursuant to this Section shall be determined on a pro rata basis upon the number of shares underlying this Warrant Underlying Shares issuable upon exercise of the Warrants held by such Registered Owner Holder on the Determination DateDate which is in excess of the pro rata allocation of the Issuable Maximum. If the Company fails to pay the Per Share Market Value Non-Exercise Prepayment Amount in full pursuant to this Section within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of 1520% per annum to the exercising Registered Ownerconverting Holder, accruing interest daily from the date of exercise until such amount, plus all such interest thereon, if any, is paid in full. Until the Company has received the Shareholder Approval no Holder of the Warrants shall be issued, upon exercise of Warrants, shares of Common Stock in an amount greater than such Holder's allocated portion of the Issuable Maximum pursuant to this Section 10.

NASDAQ Limitation. If on any date (the "Determination Date") (a) the Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap Small Cap Market, (b) the Exercise Conversion Price then in effect is such that the sum of (x) the aggregate number of shares of Common Stock (x) that would then be issuable upon exercise conversion in full of this Warrantthe then outstanding principal amount of the Securities and as payment of interest thereon, plus (y) the aggregate number of shares of Common Stock that have previously been issued upon conversion of the Securities, plus (z) any shares of Common Stock issued or issuable upon conversion of any other securities of the Issuer (excluding the warrants issued by the Issuer pursuant to that certain Securities Purchase Agreement, dated as of December 10, 1998, and the warrants issued pursuant to the Purchase Agreement) which would be aggregated with the Common Stock issuable upon conversion of the Securities as required by the applicable rules and regulations of Nasdaq (or any successor entity), would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the later of (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the Company Issuer shall not have previously obtained the vote of the shareholders stockholders of the Company Issuer (the "Shareholder Stockholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate shares principal amount of Common Stock underlying this Warrant the Securities then held by the Registered Owners Holders for which an exercise a conversion in accordance with the Exercise Conversion Price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "Excess Share AmountPrincipal") the Company Issuer may elect to prepay cash to the Registered Owners holders in an amount equal to the Per Share Market ValueMandatory Prepayment Amount. Any such election by the Company Issuer must be made in writing to the Registered Owners Holders within two Trading Days after the Determination Date and the payment of such Per Share Market Value Mandatory Prepayment Amount applicable to such prepayment must be made in full to the Registered Owners Holders with ten (10) Business Days after the date such notice is delivered. If the Company Issuer does not deliver timely a notice of its election to pay prepay under this Section or shall, if it shall have delivered such a notice, fail to pay the payment prepayment amount hereunder within ten (10) Business Days thereafter, then the Registered Owners Holders of a majority of shares underlying the Warrants aggregate principal amount of the Securities then outstanding shall have the option by written notice to the CompanyIssuer, to declare any such notice given by the CompanyIssuer, if given, to be null and void and require the Company Issuer to pay cash to each Registered Owner Holder in an amount equal to the Per Share Market Value Mandatory Prepayment Amount for such Registered OwnerHolder's portion of the Excess Share AmountPrincipal. The payment of the Per Share Market Value Mandatory Prepayment Amount to each Registered Owner Holder pursuant to this Section shall be determined on a pro rata basis upon the number principal amount of shares underlying this Warrant the Securities held by such Registered Owner Holder on the Determination determination Date. If the Company Issuer fails to pay the Per Share Market Value Mandatory Prepayment Amount in full pursuant to this Section within five Business Days after the date payable, the Company Issuer will pay interest thereon at a rate of 15% seven percent (7%) per annum to the exercising Registered Ownerconverting Holder, accruing interest daily from the date of exercise conversion until such amount, plus all such interest thereon, if any, is paid in full. In no event shall the Issuer be required to issue shares of Common Stock upon conversion of the Securities if such issuance would violate the rules of the Nasdaq Stock Market.

NASDAQ Limitation. If on any date (the "Determination DateDETERMINATION DATE") (a) the Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap Market, (b) the Exercise Conversion Price then in effect is such that the aggregate number of shares of Common Stock (x) that would then be issuable upon exercise conversion in full of this Warrantthe then outstanding principal amount of the Debentures as if all such Debentures were converted on such Determination Date (without regard to any limitations on conversions) and as payment of interest thereon, as would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the later of (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable MaximumISSUABLE MAXIMUM"), and (c) the Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder ApprovalSHAREHOLDER APPROVAL"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate shares principal amount of Common Stock underlying this Warrant the Debentures then held by the Registered Owners Holders for which an exercise a conversion in accordance with the Exercise Conversion Price would result in an issuance of shares of Common Stock in excess of such Holder's pro rata allocation (as described below) of the Issuable Maximum (the "Excess Share AmountEXCESS PRINCIPAL") ), the Company may elect to prepay cash to the Registered Owners Holders in an amount equal to the Per Share Market ValueMandatory Prepayment Amount with respect to such Excess Principal. Any such election by the Company must be made in writing to the Registered Owners Holders within two (2) Trading Days after the first such Determination Date and the payment of such Per Share Market Value Mandatory Prepayment Amount applicable to such prepayment must be made in full to the Registered Owners Holders with ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to pay prepay under this Section or shall, if it shall have delivered such a notice, fail to pay the payment prepayment amount hereunder within ten (10) Business Days thereafter, then the Registered Owners of a majority of shares underlying the Warrants then outstanding each Holder shall have the option by written notice to the Company, to to, if applicable, declare any such notice given by the Company, if given, to be null and void and require the Company to either: (i) use all commercially reasonable efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the 60th day after such request unless the Company has previously used all commercially reasonable efforts to, but has failed to, obtain such approval (provided, that if the Company shall fail to obtain the Shareholder Approval during such 60-day period, the Holder may demand the cash payment set forth in Section 4.14(ii) herein), (ii) use all commercially reasonable efforts to obtain an exemption from Nasdaq or (iii) pay cash to each Registered Owner such Holder, within five (5) Business Days of such Holder's notice, in an amount equal to the Per Share Market Value Mandatory Prepayment Amount for such Registered OwnerHolder's portion of the Excess Share AmountPrincipal. The payment of the Per Share Market Value Mandatory Prepayment Amount to each Registered Owner Holder pursuant to this Section shall be determined on a pro rata basis upon the number principal amount of shares underlying this Warrant the Debentures held by such Registered Owner Holder on the Determination DateDate which is in excess of the pro rata allocation of the Issuable Maximum. If the Company fails to pay the Per Share Market Value Mandatory Prepayment Amount in full pursuant to this Section within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of 1510% per annum to the exercising Registered Ownerconverting Holder, accruing interest daily from the date of exercise conversion until such amount, plus all such interest thereon, if any, is paid in full. Until the Company has received the Shareholder Approval no Holder of the Debentures shall be issued, upon conversion of Debentures, shares of Common Stock in an amount greater than such Holder's allocated portion of the Issuable Maximum pursuant to Section 4.14. In no event shall the Company be required to issue shares of Common Stock upon conversion of the Debentures if such issuance would violate the rules of Nasdaq.

NASDAQ Limitation. If on any date (the "Determination DateDETERMINATION DATE") (a) the Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap Market, (b) the Exercise Price then in effect is such that the aggregate number of shares of Common Stock (x) that would then be issuable upon exercise in full of this Warrant, the then outstanding Warrants if all such Warrants were exercised on such Determination Date (without regard to any limitations on exercise) would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the later of such exercise date (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable MaximumISSUABLE MAXIMUM"), and (c) the Company shall not have previously obtained the any vote of the shareholders of the Company owning a majority of the outstanding Common Stock (the "Shareholder ApprovalSHAREHOLDER APPROVAL"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate number of shares of Common Stock underlying this Warrant issuable upon the exercise of the Warrants then held by the Registered Owners for which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of such Registered Owner's pro rata allocation (as described below) of the Issuable Maximum (the "Excess Share AmountEXCESS AMOUNT") ), the Company may elect to prepay pay cash to the Registered Owners in an amount equal to the Per Share Market Valueproduct of the Average Price on the Determination Date multiplied by the number of shares of Common Stock that would be issued upon the exercise of the Warrants resulting in the Excess Amount (the "PREPAYMENT AMOUNT"). Any such election by the Company must be made in writing to the Registered Owners within two (2) Trading Days after the first such Determination Date and the payment of such Per Share Market Value must Prepayment Amount shall be made in full to the Registered Owners with ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to pay prepay under this Section section or shall, if it shall have delivered such a notice, fail to pay the payment amount Prepayment Amount hereunder within ten (10) Business Days thereafter, then the each Registered Owners of a majority of shares underlying the Warrants then outstanding Owner shall have the option by written notice to the Company, to to, if applicable, declare any such notice given by the Company, if given, to be null and void and require the Company to either: (i) use its commercially reasonable efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the 60th day after such request unless the Company has previously used its commercially reasonable efforts to, but has failed to, obtain such approval (provided, that if the Company shall fail to obtain the Shareholder Approval during such 60-day period, the Registered Owner may demand the cash payment set forth in Section 7(ii)) herein, or (ii) use all commercially reasonable efforts to obtain an exemption from Nasdaq, or (iii) pay cash to each such Registered Owner Owner, within five (5) Business Days of such Registered Owner's notice, in an amount equal to the Per Share Market Value Prepayment Amount for such Registered Owner's portion of the Excess Share Amount. The payment of the Per Share Market Value Prepayment Amount to each Registered Owner pursuant to this Section section shall be determined on a pro rata basis upon the number of shares underlying this Warrant of Common Stock issuable upon the exercise of the Warrants held by such Registered Owner on the Determination DateDate which is in excess of the pro rata allocation of the Issuable Maximum. If the Company fails to pay the Per Share Market Value Prepayment Amount in full pursuant to this Section 7 within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of 1510% per annum to the exercising Registered Owner, accruing interest daily from the date of exercise until such amount, plus all such interest thereon, if any, is paid in full. Until the Company has received the Shareholder Approval no Registered Owner of the Warrants shall be issued, upon exercise of the Warrants, shares of Common Stock in an amount greater than such Registered Owner's allocated portion of the Issuable Maximum. In no event shall the Company be required to issue shares of Common Stock upon exercise of the Warrants if such issuance would violate the rules of Nasdaq.